Trutankless, Inc. [TKLS] Filings

10-Q 1 tkls_10q.htm FORM 10-Q tkls_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2023

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

Commission file number 000-54219

TRUTANKLESS, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-2137574

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

15900 North 78th Street, Suite 200
Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

(480) 275-7572

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

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

The number of shares of Common Stock, $0.001 par value, outstanding on December 22, 2023, was 38,773,230 shares.

TRUTANKLESS, INC.

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

Index to Report on Form 10-Q

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		21
Item 3. Quantitative and Qualitative Disclosure About Market Risk		28
Item 4. Controls and Procedures		28
PART II - OTHER INFORMATION		29
Item 1. Legal Proceedings.		29
Item 1A. Risk Factors		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		29
Item 3. Defaults Upon Senior Securities.		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information.		30
Item 6. Exhibits.		31
SIGNATURES		32

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TRUTANKLESS, INC

CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	79,195		$	84,034
Accounts receivable		7,369			7,219
Inventory		107,755			117,980
Total current assets		194,319			209,233

Other Assets
Right to use asset		214,538			100,125
Other assets		13,722			13,824
Total other assets		228,260			113,949

Total assets	$	422,579		$	323,182

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		1,333,344			1,062,385
Accounts payable and accrued liabilities - related party		23,500			164,300
Lease liability		84,281			51,223
Accrued interest payable - related party		253,798			93,069
Notes payable - related party		280,050			121,450
Notes payable, net of debt discount		875,000			684,380
Convertible notes payable, net of debt discount		1,087,750			1,329,121
Convertible notes payable - related party		2,975,231			500,000
Total current liabilities		6,912,954			4,005,928

Lease liability - long-term		131,245			44,520
Notes payable - long term, net of debt discount		-			70,460
Notes payable - related party, non current		125,500			125,500
Convertible notes payable - related party, non current		-			1,628,930
Total long-term liabilities		256,745			1,869,410

Total liabilities		7,169,699			5,875,338

Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			-
Series B Preferred stock, $0.001 par value, 10,000 shares authorized, 10,000 and 10,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		10			10
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 22,857,850 and 20,367,477 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		38,773			20,367
Additional paid in capital		57,511,828			54,261,311
Subscriptions payable		2,288,551			4,793,611
Accumulated deficit		(66,586,282	)		(64,627,455	)
Total stockholders' deficit		(6,747,120	)		(5,552,156	)

Total liabilities and stockholders' deficit	$	422,579		$	323,182

See accompanying notes to the consolidated financial statements

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TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended						For the nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022

Revenue	$	2,704		$	4,627		$	3,469		$	24,639

Cost of goods sold		(10,225	)		(11,392	)		(10,225	)		(21,796	)

Gross profit		(7,521	)		(6,765	)		(6,756	)		2,843

Operating expenses
General and administrative		375,746			865,296			1,109,872			3,018,979
Research and development		129,374			57,041			227,553			176,071
Professional fees		84,700			71,326			128,199			131,905
Total operating expenses		589,820			993,663			1,465,624			3,326,955

Loss from operations		(597,341	)		(1,000,428	)		(1,472,380	)		(3,324,112	)

Other income (expenses)
Interest expense		(135,149	)		59,279			(486,447	)		(436,748	)
Total income (expenses)		(135,149	)		59,279			(486,447	)		(436,748	)

Net loss before tax provision		(732,490	)		(941,149	)		(1,958,827	)		(3,760,860	)
Tax provision		-			-			-			-
Net loss from continuing operations	$	(732,490	)	$	(941,149	)	$	(1,958,827	)	$	(3,760,860	)
Net loss from discontinued operations before tax provision		-			-			-			(26,489	)
Tax provision for discontinued operations		-			-			-			-
Net loss from discontinued operations	$	-		$	-		$	-		$	(26,489	)
Net loss	$	(732,490	)	$	(941,149	)	$	(1,958,827	)	$	(3,787,349	)

Net loss per common share from continuing operations - basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.09	)	$	(0.18	)
Net loss per common share from discontinued operations- basic and diluted	$	--		$	--		$	--		$	(0.00	)
Net loss per common share - basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.09	)	$	(0.19	)

Weighted average number of common shares outstanding - basic and diluted		22,047,952			20,387,667			22,042,993			20,332,673

See accompanying notes to the consolidated financial statements

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TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


	Preferred Stock				Common Stock						Additional Paid-in			Subscriptions			Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital			Payable			Deficit			Deficit
Balance, December 31, 2022		10,000		10		20,367,477			20,367			54,261,311			4,793,611			(64,627,455	)		(5,552,156	)
Stock issued for services		-		-		90,000			90			(67	)		12			-			35
Shares issued for debt restructuring		-		-		115,973			116			(89	)		(27	)		-			-
Net loss		-		-		-			-			-			-			(722,081	)		(722,081	)
Balance, March 31, 2023		10,000		10		20,573,450			20,573			54,261,155			4,793,596			(65,349,536	)		(6,274,202	)
Stock issued for services		-		-		2,200,000			2,200			2,386,850			(2,389,045	)		-			5
Shares issued to extend notes		-		-		84,400			84			42,960			-			-			43,044
Net loss		-		-		-			-			-			-			(504,256	)		(504,256	)
Balance, June 30, 2023		10,000		10		22,857,850			22,857			56,690,965			2,404,551			(65,853,792	)		(6,735,409	)
Stock issued for services		-		-		3,575,000			3,575			715			-			-			4,290
Shares issued to extend notes		-		-		393,900			394			79			-			-			473
Net loss		-		-		11,946,480			11,946			820,069			(116,000	)		-			716,015
Net loss		-		-		-			-			-			-			(732,490	)		(732,490	)
Balance, September 30, 2023		10,000		10		38,773,230			38,773			57,511,828			2,288,551			(66,586,282	)		(6,747,120	)


Balance, December 31, 2021		10,000		10		20,217,577			20,217			54,170,266			2,288,551			(60,372,841	)		(3,893,797	)
Stock issued for services		-		-		5,000			5			4,995			608,990			-			613,990
Shares issued for debt discount		-		-		165,216			165			122,982			-			-			123,147
Spin-off of Notation labs		-		-		-			-			-			-			391,441			391,441
Rounding shares cancellation		-		-		(126	)		-			-			-			-			-
Imputed interest		-		-		-			-			19,595			-			-			19,595
Net loss		-		-		-			-			-			-			(1,425,873	)		(1,425,873	)
Balance, March 31, 2022		10,000		10		20,387,667			20,387			54,317,838			2,897,541			(61,407,273	)		(4,171,497	)
Stock issued for services		-		-		-			-			-			642,990			-			642,990
Shares issued to extend notes		-		-		-			-			-			217,500			-			217,500
Net loss		-		-		-			-			-			-			(1,420,327	)		(1,420,327	)
Balance, June 30, 2022		10,000		10		20,387,667			20,387			54,317,838			3,758,031			(62,827,600	)		(4,731,334	)
Stock issued for services		-		-		-			-			-			642,990			-			642,990
Shares issued to extend notes		-		-		87,500			88			101,412			(101,500	)		-			-
Cancellation of commitment shares		-		-		(126,440	)		(126	)		(157,924	)		-			-			(158,050	)
Net loss		-		-		-			-			-			-			(941,149	)		(941,149	)
Balance, September 30, 2022		10,000		10		20,348,727			20,349			54,261,326			4,299,521			(63,768,749	)		(5,187,543	)

See accompanying notes to the consolidated financial statements

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TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine months ended
	September 30, 2023			September 30, 2022
Cash Flows from Operating Activities
Net loss from continuing operations	$	(1,958,827	)	$	(3,760,860	)
Net loss from discontinued operations		-			(26,489	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Imputed interest		-			19,595
Shares issued for services		4,330			1,899,970
Cancellation of commitment shares					(158,050	)
Shares issued to extend notes		43,517			217,500
Depreciation		102			9,435
Non cash operating lease expense		5,370			(5,720	)
Amortization of debt discount		56,829			118,156
Changes in assets and liabilities
Accounts receivable		(150	)		925
Inventory		10,225			1,132
Accounts payable and accrued liabilities		557,643			120,101
Accounts payable and accrued liabilities - related party		30,696			29,250
Interest payable - related party		6,526			6,526
Operating cash flow from continued operations		(1,243,739	)		(1,528,529	)
Operating cash flow from discontinued operations		-			(10,667	)
Net cash used in operating activities		(1,243,739	)		(1,539,196	)

Cash Flows from Investing Activities:
Purchase of fixed assets		-			-
Net cash used in investing activities		-			-

Cash Flows from Financing Activities:

Proceeds from convertible notes payable		474,000			378,200
Repayments of convertible notes payable		(65,000	)		(70,381	)
Proceeds from convertible notes payable - related party		894,801			1,419,180
Repayment of convertible notes payable - related party		(98,501	)
Proceeds from notes payable - related party		65,000			(292,904	)
Repayments from notes payable		(31,400	)		30,100
Financing cash flows from continued operations		1,238,900			1,464,195
Financing cash flows from discontinued operations		-			37,160
Net cash provided by financing activities		1,238,900			1,501,355

Net decrease in cash		(4,839	)		(37,841	)
Cash of continuing operations, beginning of period		84,034			38,895
Cash, end of period	$	79,195		$	1,054

Supplemental disclosure of cash flow information
Cash paid for interest	$	32,189		$	168,052
Cash paid for taxes	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Notes and accrued interest settled with stock	$	716,015		$	-

See accompanying notes to the consolidated financial statements

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TRUTANKLESS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc.

The Company is involved in sales, marketing, research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company’s trutankless water heater, with Wi-Fi capability and Trutankless’ proprietary apps offered in the iOS and Android store, will augment existing products in the home automation space.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended September 30, 2023 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2022, as filed with the SEC.

The consolidated balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2023.

Principles of consolidation

The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20^th, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. All significant inter-company transactions and balances have been eliminated.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

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Stock-based compensation

The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

Income Taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2023.

Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of September 30, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Accounts receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivables are presented net of an allowance for doubtful accounts of $117,980 and $117,980 at September 30, 2023 and December 31, 2022, respectively.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $8,491 and $3,967 during the nine months ended September 30, 2023 and 2022, respectively.

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Research and development costs

The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $227,553 and $176,071 for the nine months ended September 30, 2023 and 2022, respectively.

Inventory

Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value).

Revenue recognition

We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

Revenue recognition occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable.

Fair value of financial instruments

The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

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The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2023 and December 31, 2022.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2023, the Company had $79,195 cash on hand. On September 30, 2023, the Company has an accumulated deficit of $66,586,282. For the nine months ended September 30, 2023, the Company had a net loss of $1,958,827, and cash used in operations of $1,247,739. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

Over the next twelve months management plans to raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - INVENTORY

Inventories consist of the following at:

	September 30, 2023		December 31, 2022
Finished goods		107,755		117,980
Total	$	107,755	$	117,980

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NOTE 4 - ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following at:

	September 30, 2023			December 31, 2022
Accounts receivable		186,749			186,600
Allowance for doubtful accounts		(179,381	)		(179,381	)
Total	$	7,369		$	7,219

NOTE 5 - RELATED PARTY

Accounts payable and accrued liabilities – related party

In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less.

Rent expense associated with the lease agreement for the nine months ended September 30, 2023 and 2022 was $25,200 and $25,200, respectively. As of September 30, 2023 and December 31, 2022, the Company had amounts due associated with the lease of $131,500 and $106,300, respectively.

In January 2014, the Company executed a lease agreement with Perigon Companies, LLC, a related party. The lease term is one month at a rate of $4,000 per month for a period of one month with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. The lease was terminated as of January 1, 2019.

Rent expense associated with the lease agreement for the nine months ended September 30, 2023 and 2022 was $0 and $0, respectively. As of September 30, 2023 and December 31, 2022, the Company had amounts due associated with the lease of $34,500 and $34,500, respectively.

During the nine months ended September 30, 2023 and 2022, the Company received $15,000 and $0 in advances and made payments $15,000 and $0 from a related party, respectively. As of September 30, 2023 and December 31, 2022, the Company had advances from a related party of $23,500 and $23,500, respectively.

Notes payable - related party consist of the following at:

	September 30, 2023			December 31, 2022
Note payable, secured, 5% interest, due May 2022	$	44,450		$	19,450
Note payable, secured, 12% interest, due May 2030		125,500			125,500
Note payable, secured, 12% interest, due April 2022		70,600			102,000
Note payable, secured, 12% interest, due April 2022		40,000
Notes payable, secured, 30% interest, due June 2021		125,000			-

Total Notes Payable - related party	$	405,550		$	246,950
Less unamortized debt discounts		-			-
Total Notes Payable		405,550			246,950
Less current portion		(280,050	)		(121,450	)
Total Notes Payable - long term	$	125,500		$	125,500

As of September 30, 2023 and December 31, 2022, the Company had one note payable due to a director of the Company. During the nine months ended September 30, 2023, the shareholder loaned an additional $25,000 under the note. As of September 30, 2023 and December 31, 2022, the note had a balance of $44,450 and $19,450, respectively. The note has an interest rate of 5% and is due on demand.

As of September 30, 2023 and December 31, 2022, the Company had one note payable due to an officer of the Company in the amount of $125,500 and $125,500, respectively. The note has an interest rate of 12%and is due on demand.

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On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2022. The Company made payments of $31,400 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Company has amounts due under the note of $70,600 and $102,000, respectively.

On July 23, 2023, the Company’s issued a $40,000 18% Notes payable due on July 25, 2024 to a Company controlled by a majority shareholder.

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on September 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to September 8, 2022 for $1,250. On August 28,2023, a shareholder of the Company agreed to purchase and the note holder agreed to assign the note for $125,000. As an incentive to the note holder the Company agreed to issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable. As of September 30, 2023, and December 31, 2022 the balance of the note was $125,000 and $125,000, respectively.

Interest expense associated with the related party notes for the nine months ended September 30, 2023 and 2022 was $19,764 and $21,521 respectively.

Convertible notes payable - related party consist of the following at:

	September 30, 2023			December 31, 2022
Convertible note payable, 8% interest, due December 2024	$	2,340,231		$	1,628,930
Convertible note payable, 12% interest, due December 2023		400,000			400,000
Convertible note payable, 12% interest, due July 2023		-			100,000
Convertible note payable, 12% interest, due December 2024		150,000
Convertible note payable, 12% interest, due December 2024		85,000
Total Notes Payable - related party	$	2,975,231		$	2,128,930
Less unamortized debt discounts		-			-
Total Notes Payable		2,975,231			2,128,930
Less current portion		(2,975,231	)		(500,000	)
Total Notes Payable - long term	$	-		$	1,628,930

On September 1, 2022, the Company entered into a $250,000 8% convertible grid note with Notation Labs, Inc, a company commonly controlled by a director of the Company. The note is due on December 31, 2024 and is convertible at a rate of $0.80 per share (post-split). During the nine months ended September 30, 2023 the Company received 711,301 and $448,751 in net advances from the note. As of September 30, 2023 the balance of the note was $2,346,716.

On July 26, 2022, the Company issued a $400,000 12% convertible promissory note to a company commonly controlled by a director of the Company. The note is due on December 15, 2023 and is convertible into shares of the Company’s common stock at a rate of $0.08 per share. As of September 30, 2023 and December 31, 2022, the balance of the note was $400,000 and $400,000, respectively.

On July 26, 2022, the Company issued a $100,000 12% convertible promissory note to a company commonly controlled by a director of the Company. The note is due on July 1, 2023 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. During the three months ended September 30, 2023, the Company converted the note and accrued interest into 5,538,333 shares of common stock valued at $110,767. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $0, respectively.

On June 15, 2023, the Company issued a $150,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. As of September 30, 2023, the balance of the note was $150,000.

On July 25, 2023, the Company issued a $85,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. As of September 30, 2023, the balance of the note was $85,000.

Interest expense on all of the above convertible notes for the nine months ended September 30, 2023 and 2022 was $182,195 and $0, respectively.

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NOTE 6 - NOTES PAYABLE

Notes payable consist of the following at:

	September 30, 2023			December 31, 2022
Note payable, secured, 12% interest, due June 2024	$	-		$	70,920
Note payable, secured, 12% interest, due June 2024		300,000			300,000
Notes payable, secured, 30% interest, due June 2021		-			125,000
Notes payable, secured, 12% interest, due April 2022		95,000			95,000
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, unsecured, 0% interest, due on demand		-			13,000
Notes payable, secured, 12% interest, due June 2024		-			140,920
Notes payable, secured, 12% interest, due starting August 2024		470,000
Total notes Payable	$	875,000		$	754,840

Less unamortized debt discounts		-			-
Total Notes Payable		875,000			754,840
Less current portion		(875,000	)		(684,380	)
Total Notes Payable - long term	$	-		$	70,460

On September 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 11,250 shares of common stock (post-Split) valued at $45,900. As of September 30, 2023, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0.

On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on December 31, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to December 31, 2020 (see below) for the issuance of 6,875 shares of common stock(post-split) valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost.

On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated September 11, 2018 and January 30, 2019 into one $260,000, 12% note due September 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to September 1, 2024. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 414,120 shares of common stock valued at $62,118. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $0, respectively.

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On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date. As of September 30, 2023, the full amounts of the debt discount have been amortized.

On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on September 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800. On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost.

On January 1, 2020, the Company entered into an agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one $300,000, 12% note due September 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250 which was recorded as financing expense. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to September 1, 2024. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. As of September 30, 2023 and December 31, 2022 the balance of the note was $300,000 and $300,000, respectively.

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on September 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to September 8, 2022 for $1,250. On August 28,2023, a shareholder of the Company agreed to purchase and the note holder agreed to assign the note for $125,000. As an incentive to the note holder the Company agreed to issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable. As of September 30 , 2023, and December 31, 2022 the balance of the note was $125,000 and $125,000, respectively.

On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of September 30, 2023, and December 31, 2022 the balance of the note was $95,000 and $95,000, respectively.

On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. On April 10, 2022 the note was amended to have a due date of December 7, 2023. As of September 30 ,2023 and December 31, 2022 the balance of the note was $10,000 and $10,000, respectively.

On May 12, 2021, the Company entered into a $103,000, 24% note payable due on September 12, 2021.

On July 12, 2021, the Company entered into a $98,000, 12% note payable due on November 12, 2021.

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On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a gain on extinguishment of debt of $15,643 associated with the deficit reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 100,000 shares valued at $87,000 on the date of commitment, the loan was further extended to September 1, 2024. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 1,230,911 shares of common stock valued at $184,636. As of September 30,2023, and December 31, 2022 the balance of the note was $0 and $201,000, respectively.

On November 4, 2021, the Company entered into a $25,000, 0% note payable due on demand. The note was repaid during the nine months ended September 30, 2023. As of September 30, 2023, and December 31, 2022, the balance of the note was $0 and $13,000, respectively.

On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 10% Convertible Notes with maturity dates starting on August 3, 2024. As of September 30, 2023, the Company has raised $470,000 under the offering.

Interest expense including amortization of the associated debt discount for the three months ended September 30, 2023 and 2022 was $88,282 and $158,210, respectively.

Convertible notes payable, net of debt discount consist of the following:

	September 30,			December 31,
	2023			2021
Convertible note payable, secured, 12% interest, due August 31, 2019, in default		50,000			50,000
Convertible note payable, secured, 12% interest, due May 2, 2024		-			100,000
Convertible note payable, secured, 10% interest, due February 2024		45,000			45,000
Convertible note payable, secured, 10% interest, due May 22, 2020, in default		-			5,000
Convertible note payable, secured, 12% interest, due Feb 15, 2024		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		162,750			162,750
Convertible note payable, secured, 10% interest, due May 1, 2024		350,000			350,000
Convertible note payable, secured, 12% interest, due February 8, 2024		-			95,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		25,000			25,000
Convertible notes payable, secured, 10% interest, due December 2021, in default		10,000			10,000
Convertible notes payable, 8% interest, due December 2023		295,000			355,000
Convertible notes payable, 8% interest, due July 2023		-			38,200
Total notes payable		1,087,750			1,385,950

Less unamortized discounts	(-		)		(56,829	)
Total convertible notes payable, net	$	1,087,750		$	1,329,121
Less current portion		(1,087,750	)		(1,329,121	)

Convertible notes payable, net - Long-term	$	-		$	-

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On September 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). As of September 30, 2023 and December 31, 2022 the balance of the note was $50,000 and $50,000, respectively.

On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of $6,250 shares (post-split) valued at $10,000 based on market value of the shares of $1.6 (post-split) on the date of issuance, was further extended to February 1, 2021, and was again extended on April 20, 2021 to May 2, 2022 for the 12,500 shares (post-split) valued at $17,000, which is included in stock payable. On May 1, 2022, for the issuance of 12,500 shares valued at $14,500 on the date of commitment, the loan was further extended to May 1, 2023. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). On May 2, 2023 the noteholder agreed to extend the maturity date of the note to May 2, 2024. As consideration for the extension, the Company agreed to increase the interest rate to 12% and to issue the noteholder 12,500 shares of common stock. As of September 30, 2023, the shares have not been issued. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 1,200,954 shares of common stock valued at $180,143. As of September 30, 2023 and December 31, 2022 the balance of the note was $0 and $100,000, respectively.

On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023 and on February 8, 2023 the note was extended to February 8, 2024 .As of September 30, 2023 and December 31, 2022, the balance of the note was $45,000 and $50,000, respectively.

On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 125 warrants (post-split) to purchase common stock at an exercise price of $8 (post-split). The note was due on May 22, 2020 and is currently in default secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 125 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $5,000, respectively.

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. On February 22, 2022 the due date of the note was further extended to February 15, 2024. As of September 30, 2023 and December 31, 2022, the balance of the note was $75,000 and $75,000, respectively.

On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020 and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. As of September 30, 2023 and December 31, 2022, the balance of the note was $50,000 and $50,000, respectively.

On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share (post-split). On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares (post-split) valued at $2,500, which was recognized as a debt discount. As of December 31, 2021, the shares have not been issued and were included in stock payable. As of September 30, 2023, the note was shown net of unamortized discount of $0. As of September 30, 2023 and December 31, 2022, the balance of the note was $25,000 and $25,000, respectively.

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On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. On the date of default, the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of September 30, 2023 and December 31, 2022, the balance of the note was $162,750 and $162,750, respectively.

On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. As of September 30, 2023 and December 31, 2022, the balance of the note was $350,000 and $350,000, respectively.

On February 8, 2021, the Company entered into an agreement to consolidate two notes payable above dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022. The note is convertible into shares of common stock at a conversion price of $0.80 per share (post-split). As consideration the Company issued the note holder 12,500 shares of common stock (post-split) valued at $20,000 which was recorded as financing expense. As of the December 31, 2021, the shares were not issued and included in stock payable. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $20,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 824,676 shares of common stock valued at $123,701. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $95,000, respectively.

On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share (post-split). As of As of September 30, 2023 and December 31, 2022, the balance of the note was $25,000 and $25,000, respectively.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note and shares resulted in a total debt discount of $158,147, with $123,147 attributable to the shares. On February 8, 2023, the note was extended to December 31, 2023. During the three months ending September 30, 2023, the Company made principal payments totaling $60,000. As of September 30, 2023 and December 31, 2022, the balance of the note was $295,000 and $355,000.

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On July 18, 2022, the Company entered into a $150,000 8% convertible grid note. The note is due on July 18, 2023 and is convertible at a rate of $0.80 per share (post-split). During the nine months ending September 30 2023, the Company received $4,000 in advances from the note. During the nine months ended September 30, 2023, the Company converted the balance of the note and accrued interest into 2,254,986 shares of common stock valued at $45,100. As of September 30, 2023 and December 31, 2022, the balance of the note was $0 and $38,200, respectively.

Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the nine months ended September 30, 2023 and 2022 was $120,059 and $160,296, respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating Lease Agreements

The Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less.

The discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on the Company’s collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable.

The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases, and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term.

During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. The Company agreed to renew the lease through December 31, 2025. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978.

On August 24, 2023, the Company executed a lease agreement. The lease term is 39 months at a starting rate of $5,624 per month with 4% increases beginning December 1, 2024 and rent commencing on September 1, 2023. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $171,276 and $171,798 associated with the lease.

Undiscounted Cash Flows

As of September 30, 2023, the right of use asset and lease liability were shown on the consolidated balance sheet at $213,037 and $215,526, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of September 30, 2023:

Amounts due as of September 30, 2023	Operating Leases
2023		16,742
2024		84,725
2025		86,227
Thearafter		72,998

Total minimum lease payments	$	260,693
Less: effect of discounting		(45,168	)
Present value of future minimum lease payments	$	215,526
Less: current obligations under leases		(84,281	)
Long-term lease obligations	$	131,245

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Legal Matter

On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of September 30, 2023, $5,000 was paid and $20,000 remained due.

NOTE 8 - STOCK WARRANTS

The following is a summary of stock warrants activity during the period ended September 30, 2023

	Number of Shares		Weighted Average Exercise Price
Balance, December 31, 2022		2,510,485	$	1.85
Warrants granted and assumed		-		-
Warrants expired		-		-
Warrants canceled		-		-
Warrants exercised		-		-
Balance outstanding and exercisable, September 30, 2023		2,510,485	$	1.85

NOTE 9 - STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On October 26, 2020, the Board of Directors (the Board), authorized the Company to amend the Articles of Incorporation of the Corporation to increase the authorized capital stock of the Corporation to 1,010,000,000 shares, of which 1,000,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. Additionally, the Board authorized the execution of a reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per twenty-five pre-split shares (1:25) at a time and exact ratio amount the Board of Directors deems appropriate. On September 27, 2021, FINRA approved a 1-for-8 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split.

The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable.

On November 30, 2022 the Company agreed to issue 115,973 shares of common stock valued at $27 to extend a certain note payable dated November 12, 2021. The shares were issued on March 29, 2023

On December 15, 2022 the Company agreed to issue 90,000 shares of common stock valued at $23 to settle $18,000 of accrued interest owed to a note holder. The shares were issued on March 29, 2023

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On May 3, 2023 the Company issued 84,400 shares of the Company’s common stock as an incentive for a certain convertible note dated July 18, 2022.

On May 3, 2023 the Company issued 2,200,000 of the Company’s common stock for services.

On July 24, 2023 the Company issued 7,793,319 of the Company’s common stock valued at $152,967 to settle certain notes.

On July 24, 2023 the Company issued 100,000 of the Company’s common stock valued at $120 for services.

On August 7, 2023 the Company issued 1,885,031 of the Company’s common stock valued at $282,754 to settle certain notes.

On August 7, 2023, the Company issued 1,200,000 of the Company’s common stock valued at $1,440 for services.

On August 9, 2023 the Company issued 1,200,954 of the Company’s common stock valued at $180,143 to settle certain notes.

On August 16, 2023, the Company issued 1,675,000 of the Company’s common stock valued at $2,010 for services.

On August 16, 2023 the Company issued 242,500 of the Company’s common stock valued at $116,152, of which $116,000 was recorded in the prior year in Stock payable as an incentive to enter into a certain note payable.

On August 17, 2023, the Company issued 300,000 of the Company’s common stock valued at $360 for services.

On August 25, 2023 the Company issued 62,500 of the Company’s common stock valued at $75 as an incentive to enter into a certain note payable.

On August 29, 2023 the Company issued 331,400 of the Company’s common stock valued at $398 as an incentive to for a certain note holder to transfer the note.

On August 29, 2023, the Company issued 300,000 of the Company’s common stock valued at $360 for services.

NOTE 10 - SUBSEQUENT EVENTS

On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 10% Convertible Notes with maturity dates starting on August 3, 2024. The Company has raised $165,000 subsequent to September 30, 2023.

On November 1, 2023 the Company’s wholly owned subsidiary initiated a Royalty Offering up to $500,000 with each Unit accumulating a 10% dividend payable in shares of the subsidiary, and each sale of the subsidiary’s product paying the holder of the Unit $2.50. The units are callable until their expiration after nine years. The Company has raised $287,500 under these agreements subsequent to September 30, 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not historical fact may deem to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. These statements include, among other things, statements regarding:

	·	our ability to diversify our operations;
	·	inability to raise additional financing for working capital;
	·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
	·	our ability to attract key personnel;
	·	our ability to operate profitably;
	·	deterioration in general or regional economic conditions;
	·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	·	the inability of management to effectively implement our strategies and business plan;
	·	inability to achieve future sales levels or other operating results;
	·	the unavailability of funds for capital expenditures;
	·	other risks and uncertainties detailed in this report;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

References in the following discussion and throughout this Quarterly Report to “we”, “our”, “us”, “TKLS”, “Trutankless”, “Bollente”, “the Company”, and similar terms refer to Trutankless, Inc. unless otherwise expressly stated or the context otherwise requires.

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AVAILABLE INFORMATION

The Company’s stock symbol is TKLS, and is presently traded on the OTCQB maintained by OTC Markets Group, Inc. We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.trutanklessinc.com. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request to us at Trutankless, Inc., 15720 N. Greenway Hayden Loop, Suite 2, Scottsdale, Arizona 85260.

General

Trutankless Inc. was incorporated in the state of Nevada on March 7, 2008. The Company is headquartered in Scottsdale, Arizona and currently operates through its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation incorporated on December 3, 2009.

Trutankless is involved in research and development of a high quality, whole-house, smart electric tankless water heater that is more energy efficient than conventional products. Management anticipates the Company's trutankless water heater, with Wi-Fi capability and trutankless' proprietary apps offered in the iOS and Android store, will augment existing products in the hope automation space.

The Company spun off its wholly owned subsidiary, Notation Labs, Inc. with shareholders of the Company to receive pro rata ownership of the spun off company in the form of an equity dividend distribution. Common shares of Notation Labs, Inc. were issued to shareholders of record December 10^th, 2021 and the spin off occurred on January 24^th, 2022, with each shareholder of record receiving 1 share in the subsidiary for every 4 shares in the Company held as of the Record Date.

Trutankless® Products

Our trutankless® water heaters were designed to provide an endless hot water supply because they are designed to heat water as it flows through the system. We believe that our products have an improved design and greater efficiency thereby saving energy and offering reduction operating costs compared to tank systems because unlike tanks, if there is no hot water demand, no energy is being used. In addition, we intend to improve manufacturing and life-cycle costs with an improved design conceived not only to increase efficiency, but also the longevity of our products versus competitive units. We have several features and design innovations which are new to the electric tankless water heater market that we believe will give our products a sustainable competitive advantage over our rivals in the market.

Our trutankless® water heaters will be available through wholesale plumbing distributors, including Home Depot Pro, Ferguson, Hajoca, WinSupply locations, Morrison Supply, and several regional distributors. A partial listing of wholesalers may be found on our website (www.trutankless.com).

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We created a custom heat exchanger for our trutankless® product line that utilizes our patented technology to heat water as it flows through the system, which means customers need not worry about running out of hot water. We are developing systems using upgraded materials, electronics, and a collection of exclusive design elements and features to maximize capacity, minimize energy use, and provide a truly maintenance free experience.

Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue. As of the fiscal year ended December 31, 2016, we generated $429,582 in revenue. As of the fiscal year ended December 31, 2017, we generated $695,857 in revenue. As of the fiscal year ended December 31, 2018, we generated $1,537,958 in revenue. 1, 2019, we generated $1,908,708. As of December 31, 2020, we generated $1,661,278. As of the fiscal year ended December 31, 2021, we generated $246,032 in revenue. As of the fiscal year ended December 31, 2022, we generated $77,009 in revenue. For the nine months ended September 30, 2023, we generated $765.

We are developing a new, customizable app and control panel for our smart electric water heaters. Using our app, residential and commercial users will be able to obtain real-time status reports, adjust unit temperature settings, view water usage data, and change notification settings from anywhere in the world on their mobile device.

Our primary markets, Florida, Texas, Arizona, and the rest of the Sunbelt region are centers of growth in the U.S. construction and we plan to continue intend to take advantage of our relationships as we launch our totally redesigned trutankless® brand whole home tankless water heaters.

Www.trutankless.com is available as a service to consumers of trutankless® water heaters. We expect to have new apps available for download from the Apple iOS and Goggle Play stores, which will integrate with other devices in the Smart Home market.

Industry Recognition and Awards

Leading home improvement website, houzz.com, honored the company with 4 consecutive “Best of Houzz” honors from 2014 through 2018.

We expect our new line of water heaters will garner similar accolades once the product has been launched with proprietary improvements which will continue to lead the market in the tankless water heating technology which we expect will continue to be driven, in large part, through industry professionals in their local markets.

Customers and Markets

We intend to continue selling our products to plumbing wholesale distributors and dealers.

Approximately 100% of our sales in 2022 and 2021, were to wholesale plumbing equipment distributors for commercial and residential repair and replace applications. Additionally, our products have historically been sold to various home builders throughout the United States in both single family and multi-family applications.

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Manufacturing and Logistics

We have a Manufacturing Services Agreement establishing our financial and payment arrangements, warranty, shipping, and delivery terms with a large US based contract manufacturer with vertically integrated capabilities for electro-mechanical box builds. Finished product are to be generally shipped Freight on Board (FOB) via standard LTL freight and are to be either drop-shipped to customers directly with some inventory to be warehoused at Associated Global Systems located in Phoenix, Arizona. Merchandise is typically shipped using common carriers or freight companies which are selected at the time of shipment based on order volume and the best available rates.

RESULTS OF OPERATIONS

Results of Operations for the three months ended September 30, 2023 compared with the three months ended September 30, 2022.

Revenues

In the three months ended September 30, 2023, we generated $2,704 in revenues, as compared to $4,627 in revenues in the prior year. The decrease in sales was attributable to less sales of our trutankless® residential and light commercial products.

Cost of goods sold was $10,225 in the three months ended September 30, 2023, as compared to $11,392 in the three months ended September 30, 2022. This decrease in cost of goods sold was primarily attributable decreased sales.

To the knowledge of management, the Company is unaware of any trends or uncertainties in the sales or costs of our products and services for the periods discussed.

Expenses

Operating expenses totaled $589,820 during the three months ended September 30, 2023 as compared to $993,663 in the prior year. In the three-month period ended September 30, 2023, our expenses primarily consisted of General and Administrative of $375,746, Research and development of $129,374 and Professional fees of $84,700.

General and administrative fees decreased $489,550, or approximately 57% to $375,746 for the three months ended September 30, 2023 from $865,296 for the three months ended September 30, 2022. This increase was primarily the result of an decrease in consulting fees.

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Research and development increased $72,333, or approximately 127% to $129,374 for the three months ended September 30, 2023 from $57,041 for the three months ended September 30, 2022. This increase is attributed primarily to the increased consulting fees associated with the Company’s research and development efforts.

Professional fees increased $13,374, or approximately 19% to $84,700 for the three months ended September 30, 2023 from $71,326 for the three months ended September 30, 2022. Professional fees increased due to a decrease in consulting fees associated with business development.

Other Expenses

Other expenses decreased $194,428 to $194,428 in the three months ended September 30, 2023 from $59,279 in the three months ended September 31 , 2022. The decrease was the result of a decrease in interest expense.

Net Loss

In the three months ended September 30, 2023, we generated a net loss of $732,490, a increase of $208,659 from $941,149 for the three months ended September 30, 2022. This increase was attributable to a decrease in overall expenditures.

Results of Operations for the nine months ended September 30, 2023 compared with the nine months ended September 30, 2022.

Revenues

In the nine months ended September 30, 2023, we generated $3,469 in revenues, as compared to $24,639 in revenues in the prior year. The decrease in sales was attributable to less sales of our trutankless® residential and light commercial products.

Cost of goods sold was $10,225 in the three months ended September 30, 2023, as compared to $21,796 in the nine months ended September 30, 2022. This decrease in cost of goods sold was primarily attributable decreased sales.

To the knowledge of management, the Company is unaware of any trends or uncertainties in the sales or costs of our products and services for the periods discussed.

Expenses

Operating expenses totaled $1,465,624 during the nine months ended September 30, 2023 as compared to $3,326,955 in the prior year. In the nine month period ended September 30, 2023, our expenses primarily consisted of General and Administrative of $1,109,872, Research and development of $227,553 and Professional fees of $128,199.

General and administrative fees decreased $1,909,107, or approximately 63% to $1,109,872 for the nine months ended September 30, 2023 from $3,018,979 for the nine months ended September 30, 2022. This decrease was primarily the result of an decrease in consulting fees.

Research and development decreased $51,482, or approximately 29% to $227,553 for the nine months ended September 30, 2023 from $176,071 for the nine months ended September 30, 2022. This decrease is attributed primarily to the decreased consulting fees associated with the Company’s research and development efforts.

Professional fees decreased $3.706, or approximately 3% to $128,199 for the nine months ended September 30, 2023 from $131,905 for the nine months ended September 30, 2022. Professional fees decreased due to a decrease in consulting fees associated with business development.

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Other Expenses

Other expenses decreased $49,699 to $486,447 in the nine months ended September 30, 2023 from $436,748 in the nine months ended September 30, 2022. The decrease was the result of a decrease in interest expense.

Net Loss

In the nine months ended September 30, 2023, we generated a net loss of $1,958,827, a decrease of $1,802,033 from $3,760,860 for the nine months ended September 30, 2022. This decrease was attributable to a decrease in overall expenditures.

Going Concern

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2023, the Company had $79,195 cash on hand. On September 30, 2023, the Company has an accumulated deficit of $66,586,282. For the nine months ended September 30, 2023, the Company had a net loss of $1,958,827, and cash used in operations of $1,243,79. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

Liquidity and Capital Resources

At September 30, 2023, we had an accumulated deficit of $66,586,282. Primarily because of our history of operating losses and our recording of note payables, we have a working capital deficiency of $6,083,635 at September 30, 2023. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of September 30, 2023, we had $79,195 in cash, $7,369 in accounts receivable, and $107,775 in inventory. We used net cash in operating activities of $761,916 for the three months ended September 30, 2023.

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Cash Flows from Operating, Investing and Financing Activities

The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the three months ended September 30, 2023 and 2022:

	Nine months ended September 30,
	2023			2022
Net cash used in operating activities	$	(1,243,739	)	$	(1,539,196	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		1,238,900			1,501,355
Net increase/(decrease) in Cash		(4,839	)		(37,841	)
Cash, beginning		84,034			38,895
Cash, ending	$	79,195		$	1,054

Operating activities - Net cash used in operating activities was $1,243,739 for the nine months ended September 30, 2023, as compared to $1,539,196 used in operating activities for the same period in 2022. The decrease in net cash used in operating activities was primarily due to a decrease in stock based compensation.

Financing activities - Net cash provided by financing activities for the three months ended September 30, 2023 was $1,238,900 as compared to $1,501,355 for the same period of 2022. The increase of net cash provided by financing activities was mainly attributable to increased equity and debt financing.

Ongoing Funding Requirements

As of September 30, 2023, we continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditures requirements.

Until such time, if ever, as we can generate substantial product revenues, we intend to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. There can be no assurance that any of those sources of funding will be available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business strategy of growth through acquisitions; or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions.

There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgements and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on November, 30 2022.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item in not applicable as we are currently considered a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s current management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), who concluded that the Company’s disclosure controls and procedures are not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Management reviews the Company’s system of internal control over financial reporting and makes changes to the Company’s processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first claim was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second followed the contractors failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. The Company believes the claims related to the Company and its products are without merit.

Item 1A. Risk Factors

The risk factors listed in our 2021 Form 10-K/A, filed with the Securities Exchange Commission on November 30, 2022, are hereby incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.