GOGR Go Green Global Technologies Corporation (QB)

Table of Contents

As filed with the U.S. Securities and Exchange Commission on February 10, 2025

 

Registration No. 333-276881

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Go Green Global Technologies Corp.

(Exact name of registrant as specified in its charter)

 

Nevada	3990	46-0853279
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

 

22 Kenosia Avenue, Unit 9

Danbury, CT 06810

(866) 847-3366

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

Direct Transfer LLC

One Glenwood Avenue, Suite 1001

Raleigh, NC 27603

(919) 744-2722

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Ross D. Carmel, Esq.

Shane Wu, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

Telephone: (212) 930-9700

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a) may determine.

 

 

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated February 10, 2025

 

PRELIMINARY PROSPECTUS

 

Go Green Global Technologies Corp.

 

 

Up to 13,171,136 Shares of Common Stock

Up to 23,600,000 Shares of Common Stock Issuable Upon Exercise of Warrants

 

This prospectus relates to up to 13,171,136 shares of common stock of Go Green Global Technologies Corp., par value $0.001 per share (“Common Stock”), that the selling security holders identified in this prospectus (the “Selling Shareholders,” and each, “Selling Shareholder”) may sell from time to time in one or more transactions in amounts, at prices and on terms that will be determined at the time of the offering. The shares of Common Stock being offered for resale pursuant to this prospectus include up to (i) 3,076,923 shares of Common Stock (collectively, the “Outstanding AJB Shares”) issued to one Selling Shareholder, AJB Capital Investments LLC (“AJB Capital”), in our February 2022 bridge financing round (“2022 Bridge Financing”); (ii) 750,000 shares of Common Stock issued to AJB Capital pursuant to amended terms of pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round (the “2023 Bridge Financing”); (iii) 500,000 shares of Common Stock issued to AJB Capital as a commitment fee in our August 2024 bridge financing round (the August 2024 AJB Financing”); (iv) 1,500,000 shares of Common Stock issued to AJB Capital as a commitment fee as consideration for extending the maturity date of the note issued in the 2023 Bridge Financing; 7,344,213 shares of Common Stock held by certain Selling Shareholders (such shares, collectively and together with the Outstanding AJB Capital Shares, the “Outstanding Shares”); (v) 2,500,000 shares of Common Stock issuable upon exercise of our warrants to purchase Common Stock, such warrants issued to AJB Capital in the 2022 Bridge Financing and which are exercisable for five years from issuance, at an exercise price of $0.01 per share (the “2022 Warrants”); (vi) 9,600,000 shares of Common Stock, in the aggregate, issuable upon the exercise of warrants issued to certain Selling Shareholders in 2022 and 2023 as compensation for their services and which are exercisable for five years from issuance, at various exercise prices (collectively, “Additional Warrants”); (vii) 9,000,000 shares of Common Stock issuable upon the exercise of our pre-funded warrants to purchase Common Stock, such pre-funded warrants issued to AJB Capital in the 2023 Bridge Financing, round which are exercisable at an exercise price of $0.001 per share (collectively, the “2023 Warrants”); (viii) 1,500,000 shares of Common Stock issuable upon exercise of pre-funded warrants granted to AJB Capital as consideration for extending the maturity date of the note issued in the 2023 Bridge Financing; and (ix) 1,000,000 shares of Common Stock issuable upon exercise of pre-funded warrants granted to AJB Capital as consideration for again extending the maturity date of the note issued in the 2023 Bridge Financing (such pre-funded warrants and the pre-funded warrants described in clause (viiii), the “2024 Warrants,” and, together with the 2023 Warrants, the 2022 Warrants and the Additional Warrants, the “Warrants,” and all of the Common Stock underlying the Warrants, collectively, the “Warrant Shares”). We issued all of the aforesaid Common Stock and Warrants to the Selling Shareholders in transactions which were not public securities offerings. See the section entitled “Selling Shareholders” herein.

 

Our registration of the Outstanding Shares and Warrant Shares (collectively, the “Shares”) does not mean that any or all of the Selling Shareholders will offer or sell any of their respective Shares. The Selling Shareholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCQB at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” for more details. We will not receive any of the proceeds from such sales of the Shares, except with respect to amounts received by us upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all of the commissions and discounts, if any, attributable to its sale of their respective Shares. Each Selling Shareholder may be considered an “underwriter” within the meaning of the Securities Act.

 

 

 

 

This prospectus describes the general manner in which the Shares may be offered and sold by the Selling Shareholders. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. Any such prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.

 

As of the date of this prospectus, management holds approximately 40.34% of the voting power of the Company on a non-diluted basis. After this Offering, management will hold 40.04% of the voting power of the Company on a non-diluted basis, assuming all of the shares of Common Stock to be registered under this Offering are sold. Additionally, our Chief Executive Officer, President, and Director, Danny G. Bishop, holds all of the shares of our Series B Preferred Stock, which entitle their holder to 20 votes per share. Mr. Bishop’s ownership of capital stock in the Company results in his ownership of approximately 38.07% of the voting power of the Company on a non-diluted basis as of the date of this prospectus. After this Offering, Mr. Bishop will hold 37.77% of the voting power of the Company on a non-diluted basis, assuming all of the shares of Common Stock to be registered under this Offering are sold. See “Risk Factors” for a discussion of the risks associated with (i) the significant voting power of our Series B Preferred Stock; and (ii) future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise.

 

Our Common Stock is quoted on the OTCQB under the symbol “GOGR.” The closing price of our Common Stock on February 9, 2025, as reported by the OTC Markets Group Inc. (the “OTC Markets Group”), was $0.09 per share.

 

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

 

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	25
INDUSTRY AND MARKET DATA	26
USE OF PROCEEDS	27
DIVIDEND POLICY	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
BUSINESS	35
MANAGEMENT	43
EXECUTIVE AND DIRECTOR COMPENSATION	45
PLAN OF DISTRIBUTION	46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	47
SELLING SHAREHOLDERS	48
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	50
DESCRIPTION OF SECURITIES	55
EXPERTS	62
LEGAL MATTERS	62
WHERE YOU CAN FIND MORE INFORMATION	62
INDEX TO FINANCIAL STATEMENTS	F-1
EXHIBIT INDEX	II-15

 

 

 

 

 

 

 

ABOUT THIS PROSPECTUS

 

This prospectus describes the general manner in which the Selling Shareholders may offer, from time to time, up to 36,771,136 Shares held by the Selling Shareholders as described in the cover page of this prospectus. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.

 

If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus or any prospectus supplement, the statement in that document having the later date modifies or supersedes the earlier statement.

 

Neither the delivery of this prospectus nor any distribution of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

 

Unless the context indicates otherwise, the terms “Go Green,” “Company,” “we,” “us” and “our” in this prospectus refer to Go Green Global Technologies Corp., a Nevada corporation.

 

 

 

 

 

 

 

 

PROSPECTUS SUMMARY

 

This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Common Shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

 

Introduction

 

We are a technology and manufacturing company based in Danbury, Connecticut. We own the patented Sonical™ technology (U S. Patent Number 11,634,344 B2), which is designed to render impurities inert in fluids, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology is intended to be installed into existing water supply and fuel consumption systems. The Sonical™ apparatus is designed such that, after installation into an existing water or fuel treatment system, fluid can pass through the electromagnetic field created within the apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.

 

We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.

 

Currently, we are in a pre-revenue stage of development. As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products approximately between the first fiscal quarter of 2025 and second fiscal quarter of 2025, assuming these products are successfully manufactured and commercialized and depending on the progress of our research and development for these products. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.

 

The report from our independent registered public accounting firm for the year ended December 31, 2023 includes an explanatory paragraph stating that we have suffered recurring losses from operations and have a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. We have incurred net losses of $1,421,272 for the nine months ended September 30, 2024 and $3,454,183 for the year ended December 31, 2023 and our net capital deficiency was $2,124,611 as of September 30, 2024 and $1,803,754 as of December 31, 2023.

 

Our Technology and Anticipated Products

 

The Sonical™ apparatus is the technology supporting and incorporated into all of our water and fuel treatment products. This is a patented technology utilizing pulsed power, which features unique coil design configurations that can create and conduct an electromagnetic field within the Sonical™ apparatus. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders impurities in the fluid inert.

 

We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation require little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a less costly and more environmentally sound alternative to conventional methods.

 

Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.

 

 

 

We intend to have our Sonical™ fuel products tested extensively in private laboratories to evaluate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to evaluate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.

 

Business Plans

 

We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we expect to launch between the first fiscal quarter of 2025 and second fiscal quarter of 2025 if and when our manufacturing and marketing goals are achieved, and also depending on the progress of our research and development for these products. Currently, we have prototypes for certain categories of these products and are finalizing their testing and techniques for manufacturing.

 

Fuel Treatment		Water Treatment & Descaling
Commercial Boilers		HVAC Cooling Towers
Residential Boilers		Commercial Descaling
Diesel Generators		Residential Water
Automotive/Trucking		Municipal Water
Locomotive (Heavy Rail)
Maritime Vessels

 

Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to increased fuel costs on a global level and increased levels of interest to decrease carbon dioxide emissions.

 

Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems. We anticipate that the water treatment and descaling product lines will experience slower but more long-term growth compared to the fuel treatment product lines.

 

We anticipate launching our boiler products and diesel generator products first, anytime between the first fiscal quarter of 2025 and second fiscal quarter of 2025, using our existing distributor networks to target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada. As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small and medium duty trucks, locomotive engines, and maritime vessels markets.

 

After a year of commercializing and manufacturing these products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base. Within a year from the start of production, we anticipate being able to scale up our product output and generating more demand for our products.

 

In the long term, we plan to target the maritime industry and the locomotive industry. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.

 

 

 

 

Industry Overview

 

We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.

 

We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.

 

Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.

 

Market and Growth

 

We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.

 

According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.^[2] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.

 

As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.^[3] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,^[4] which thereby increases fuel consumption and costs. We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.

 

 

_________________________

^[1] For a list of public data sources which we consulted in arriving at these addressable market sizes, see footnote 1 in “Business – Industry Overview” below.

^[2] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Outlook, Table WFO1, March 2023.

^[3] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023. https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor. pp. 1-12.

^[4] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699. pp. 1-7.

 

 

To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.

 

In the longer term, we plan to target two other major markets, the maritime industry, and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.

 

The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer significant revenue potential.

 

Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.

 

Competition

 

With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.^[5] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.

 

With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.

 

 

^[5] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.

 

 

 

Intellectual Property

 

As of the date of this prospectus, we own the following patents:

 

Patent Number	Place of registration	Title	Owner	Filing date	Publication date
US 11,634,344 B2	United States	Apparatus and method for treating substances using asymmetric-vector electrical fields	Go Green Global Technologies Corp.[6]	September 10, 2021	April 25, 2023
PCT/US2022/043068	International[7]; the Company submitted applications during the national entry phase to Mexico on March 8, 2024 (Application no. MX/a/2024/003051) and Canada on March 11, 2024 (Application no. 3231504).	Apparatus and method for treating substances using asymmetric-vector electrical fields	Go Green Global Technologies Corp.[8]	September 9, 2022	March 16, 2023

 

As of the date of this prospectus, we have the following trademark applications pending:

 

Trademark	Place of registration	Application Number	Owner	Class	Filing date
SONICAL[9]	Canada	209183	Go Green Global Technologies Corp.	009	March 26, 2021
SONICAL[10]	United States	90631615	Go Green Global Technologies Corp.[11]	009	April 8, 2021

 

 

 

^[6] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us pursuant to the APA (as defined below). We were the applicant for this patent.

^[7] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries.

^[8] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.

^[9] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.

^[10] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.

^[11] This trademark application (the “Pending U.S. Trademark”) has been suspended by the USPTO. The Canadian trademark for application number 2095183 (the “Pending Canadian Trademark”) was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.

 

 

 

Recent Developments

 

On November 1, 2024, we hired Michael Tavolacci as our Director of Commercial Strategy pursuant to the Employment Agreement with Mr. Tavolacci (the “Tavolacci Employment Agreement”), filed herein as Exhibit 10.11. The Director of Commercial Strategy position is not an executive officer position. This is a full-time position and the term of Mr. Tavolacci’s employment is three years. As Director of Commercial Strategy, Mr. Tavolacci’s principal duties will include, amongst others, leading the successful launch and commercialization of new products, managing the Company’s sales force, and developing and implementing the Company’s marketing strategies. As compensation for his services as Director of Commercial Strategy, we will compensate Mr. Tavolacci on a revenue share basis, specifically certain percentage amounts of the Company’s wholesale and retail sales. Additionally, upon the Company’s earning of gross sales, Mr. Tavolacci will receive bonus payments of Common Stock as follows: (i) upon the Company’s earning of $1 million in gross sales, 250,000 shares of Common Stock; (ii) upon the Company’s earning of $3 million in gross sales, 500,000 shares of Common Stock; and (iii) upon the Company’s earning of $5 million in gross sales, 1 million shares of Common Stock. Mr. Tavolacci will receive an initial stock grant of up to 2,375,000 shares of Common Stock vesting over the course of three years, as set forth in more detail in the Tavolacci Employment Agreement.

 

On August 1, 2024, the Company entered into a Lease Agreement, (“the Lease Agreement”), filed herein as Exhibit 10.12, for the rental of approximately 2,000 square feet of office, warehouse, and light-industrial space at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810. The lease term is for five years, as set forth in more detail in the Lease Agreement.

 

On July 22, 2024, the Company’s Common Stock started trading on the OTCQB.

 

On July 3, 2024, the Company entered into a Distribution Agreement (“Distribution Agreement”) with CALCLEAR Investments PTY Limited, (“CALCLEAR”) an Australian corporation selling water conditioning products. The term of the Distribution Agreement will last until July 3, 2027, after which the Distribution Agreement will be automatically renewed for an additional three (3)-year term if the Company sells the minimum amount of three thousand of CALCLEAR’s water treatment products specified in the Distribution Agreement. Pursuant to the Distribution Agreement, the Company will serve as the exclusive North American distributor of certain CALCLEAR water treatment products developed using CALCLEAR’s patented technology and related products manufactured or marketed by CALCLEAR during the term of the Distribution Agreement. Certain individuals identified in “Item 15 – Recent Sales of Unregistered Securities” will receive Common Stock as consideration for CALCLEAR ’s entry into the Distribution Agreement. CALCLEAR will also receive value in the form of royalty payments as consideration pursuant to the Distribution Agreement. CALCLEAR may terminate the Distribution Agreement upon sixty (60) days’ written notice upon the occurrence of any of the following events:

 

	i.	An insolvency, bankruptcy, or similar proceeding for reorganization or protection is instituted by or against the Company pursuant to any present or future state or federal bankruptcy act or under any similar international law (and with respect to any involuntary petition is not discharged within sixty (60) days;
	ii.	the Company makes or attempts to make an assignment for the benefit of its creditors;
	iii.	a receiver, trustee, liquidator, custodian or similar official is appointed for the business or property of the Company and is not removed within sixty (60) days of the appointment;
	iv.	the Company is unable to pay its debts generally as they become due;
	v.	the Company fails to maintain good standing in the jurisdiction of its organization or fails to maintain any licenses, certifications, and/or permits necessary to conduct its business; or
	vi.	the acquisition, beneficially, directly or indirectly, by any person or group of persons acting jointly or in concert, of the ownership of the Company which, when added to all other ownership interest of the Company at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, totals for the first time more than 50% of the outstanding ownership interest in the Company.

 

Either party to the Distribution Agreement may also terminate the Distribution Agreement for cause upon either party’s material breach of the Distribution Agreement and such breaching party’s failure to cure such breach within ninety (90) days of the non-breaching party’s notification of such breach. Such termination for cause is available to the non-breaching party in addition to any other rights or remedies which may be available at law or in equity to such non-breaching party. Finally, either party may also terminate the Distribution Agreement without cause upon thirty (30) days’ written notice to the other party and payment of $100,000 to the non-terminating party. The Distribution Agreement is filed as Exhibit 10.7. The Company launched sales of CALCLEAR’s products as a distributor in the third fiscal quarter of 2024.

 

 

 

On June 3, 2024, we filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $2,000,000 or more; and (ii) the holders of Series A Preferred Stock have liquidation rights senior to holders of Common Stock.

 

On May 29, 2024, we filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.

 

On May 6, 2024, we filed the Certificate of Amendment to the Articles of Incorporation, which increased our authorized capital stock to 525,000,000 and our authorized Common Stock to 500,000,000. The Certificate of Amendment to the Articles of Incorporation is filed as Exhibit 3.11.

 

On February 16, 2023, we entered into that certain First Amended and Restated Asset Purchase Agreement with Salvatore Mario Pandolfo (“Pandolfo,” and the aforesaid agreement, the “2023 APA Amendment”), which amended and restated that certain Asset Purchase Agreement between the Company and Pandolfo dated May 2017 (the “APA”) to reflect (i) Pandolfo’s finalization of sale to us of all of the assets of the water and fuel treatment business of his entity, Sonical s.r.l., an Italian company (the “Purchased Assets”), which Purchased Assets includes, among other things, the intellectual property rights supporting the Sonical™ technology, (ii) Pandolfo’s transfer of all of the intellectual property associated with the Purchased Assets, and (iii) Pandolfo’s delivery of certain Sonical™ testing units to us. A copy of the 2023 APA Amendment is filed as Exhibit 10.3 to this registration statement. The APA is filed as Exhibit 10.1 to this registration statement. The Amendment to the Asset Purchase Agreement dated June 2019 (the “2019 APA Amendment”) is filed as Exhibit 10.2 to this registration statement, which, among other things, amended certain terms in the APA regarding our consideration for the Purchased Assets. The 2023 APA Amendment superseded the terms of the 2019 APA Amendment and the Asset Purchase Agreement in their entirety.

 

On April 25, 2023, the USPTO issued Patent Number 11,634,344 to us for our proprietary Sonical™ technology.

 

On September 9, 2022, we submitted a Patent Cooperation Treaty application for international patent registration for our Sonical™ technology. The application was published on March 16, 2023.

 

Corporate History

 

We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are currently in good standing with the State of Nevada.

 

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

 

 

 

 

 

 

 

 

Summary of Risk Factors

 

Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled “Risk Factors” in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:

 

	·	Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably.
	·	We cannot assure that we will launch any or all of our products.
	·	Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad.
	·	We operate in an industry that is still relatively new and subject to many uncertainties.
	·	Our products incorporate pulsed power technology, which applications have yet to be widely accepted.
	·	We cannot assure that there will be positive consumer reception or adequate consumer demand for our products.
	·	We may fail to maintain a competitive position within our market sector.
	·	Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business.
	·	Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results.
	·	We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business.
	·	Damage to our reputation could negatively impact our business, financial condition, and results of operations.
	·	Our performance may be negatively impacted by general and regional economic volatility or an economic downturn.
	·	Unforeseen or unavoidable events or market conditions may negatively impact our financial performance. Our business may be affected by new or changing government regulations particularly by the Environmental Protection Agency (EPA) and other state and federal bodies.
	·	Our ability to protect our intellectual property and proprietary technology is uncertain.
	·	Patent terms are limited, and we may not be able to effectively protect our devices and business.
	·	Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices.
	·	We may not be able to protect our intellectual property rights throughout the world.
	·	Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
	·	Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.
	·	Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 

 

 

 

 

	·	Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations.
	·	We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture and commercialization of one or more of our products.
	·	Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities.
	·	If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
	·	This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTCQB will decrease.
	·	Our Common Stock is currently thinly traded on the OTCQB and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile.
	·	Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTCQB.
	·	You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
	·	Our Series B Preferred Stock entitles its holders to 20 votes per share and all currently issued and outstanding shares of such stock are held by our Chief Executive officer, President, and Director, Danny G. Bishop, or approximately 38.07% of the Company’s voting power. Minority shareholders will have no say in the Company’s policies or corporate matters and future issuances of Series B Preferred Stock will dilute their voting power and may lower the perceived value of our Common Stock.
	·	We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.
	·	We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it.
	·	If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.
	·	We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
	·	We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
	·	Provisions in our Articles of Incorporation (“Articles of Incorporation”) and Bylaws (“Bylaws”) could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.

 

 

 

 

 

 

RISK FACTORS

 

Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Stock could decline, and investors in our securities may lose all or part of their investment.

 

Risks Related to Our Business and Operations

 

Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably.

 

To date, we have not generated any revenue from our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We plan to launch our products approximately between the first fiscal quarter of 2025 and second fiscal quarter of 2025, but we cannot assure that our products will indeed launch as planned, within the expected timeframe, or even after they launch will generate revenue. Many factors could affect our profitability, including but not limited to costs of production, consumer reception to our products, unpredictable market conditions, amongst others, as well as unforeseen events. There is a possibility that we may never generate revenue or generate adequate revenue to operate profitably or continue as a going concern.

 

Additionally, we currently have a contractual obligation with Dr. Pandolfo, the inventor of the Sonical™ devices, which requires us to remit payment to Dr. Pandolfo if sales of our products reach a certain threshold. If Dr. Pandolfo does not waive this payment and we do not generate enough revenue to compensate for payment made to Dr. Pandolfo, there is a risk that this would disrupt our ability to continue as a going concern or negatively impact our financial performance.

 

We cannot assure that we will launch any or all of our products.

 

Although we plan to launch many of our products after intensifying their manufacture and successfully marketing them, we cannot provide assurance that we will launch our products within the estimated time frames, will launch the products set forth in this prospectus, or launch any products at all. Additionally, certain products, such as our planned residential water treatment devices, are contingent on us scaling up our product output and generating more demand for them, and there is no assurance that these events may take place. The water and fuel treatment products featuring our Sonical™ technology are our core revenue source and if we do not launch any or all of them or manufacture and sell them at adequate levels, we will be at significant risk of failing to operate profitably and continue as a going concern.

 

Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad.

 

We do not know of any legal requirements for the products in our anticipated fuel and water treatment lines to undergo laboratory testing or certification prior to launch, and we have not consulted regulatory counsel in this regard. Sichenzia Ross Ference Carmel LLP is acting only as our securities law counsel with respect to the registration of the Shares pursuant to this prospectus and not as our regulatory counsel in any capacity, especially with respect to our legal compliance obligations as to our products.

 

For the majority of our products, we plan to obtain UL Solutions (“UL”) and European Conformity (“CE”) certifications for our products and complete laboratory testing following their launch. Within our manufacturing facility in Danbury, Connecticut, we have a full setup for quality control of our products prior to launch, but this setup addresses product functioning, not their efficacy, efficiency, and safety, especially compared to other products on the market. Even after obtaining results from laboratory tests and certifications, including UL and CE certifications, we can offer no assurance that our products will be free from third party product liability claims. If these third parties bring product liability claims against us, we will have to divert additional resources to address them. This may result in financial and reputational harm to our business, especially if we do not prevail against such claims.

 

 

 

Our financial projections may differ materially from actual results.

 

The financial projections included in this prospectus are based on our estimates and assumptions as of the date of this prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control. Therefore, our actual results may differ materially from financial projections.

 

These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in customer demand, increased costs and price stability in our supply chain, increased labor costs, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic and COVID-19 variants) and changes in our executive team. Accordingly, our future financial condition and results of operations may differ materially from our projections. We do not have any duty to update the financial projections included in this prospectus. Our failure to achieve our projected results could harm the trading price of the Common Stock and our financial position.

 

We operate in an industry that is still relatively new and subject to many uncertainties.

 

Our business operates in the “clean-tech” or “green-tech” manufacturing space, which is a relatively new, emerging sector. As such, this sector faces many uncertainties, including, amongst others, technological and financial ones. New technologies may emerge in this field with unexpected costs required to further develop and/or implement them. New market participants may also emerge in this sector which we cannot anticipate. While this sector is forecasted to grow, there is no guarantee that it will, at a level that will benefit our business, or even if it grows, we cannot assure that our business will operate profitably in spite of favorable market conditions in this industry.

 

Our products incorporate pulsed power technology, which applications have yet to be widely accepted.

 

The Sonical™ apparatus we incorporate into all of our fuel and water treatment products operates on pulsed power technology, in which the energy stored within a generated electromagnetic field is released over a short period of time to render inert unwanted elements in fluids. We cannot be certain as to the pace of development of and/or improvements in pulsed power technology applications over time, especially for fuel and water treatment. Increased scientific development of this technology and applications for fuel and water treatment may contribute to an increased number of market participants offering efficient products within the clean-tech manufacturing sector. This may limit our competitive position and adversely affect our financial performance. Unanticipated issues or consequences of applying pulsed power technology could also arise over time which could have an adverse impact on our product development and financial performance.

 

We cannot assure that there will be positive consumer reception or adequate consumer demand for our products.

 

While we believe in our fuel and water treatment products’ ability to provide more cost-efficient and environmentally friendly solutions than the ones currently available on the market, we cannot guarantee that these are the ultimate impacts our products will have. Consumers of our products may not receive our products favorably or favorably enough for us to generate profit. If our products are not found to generate the results we believe they can provide, or if they do not our business may suffer reputational and/or monetary harm.

 

We may fail to maintain a competitive position within our market sector.

 

The profitability of our business, like others, is subject to general economic conditions, competition, the desirability of particular products, the relationship between supply of and demand for particular technological devices, and other factors. While we operate in a market with few competitors, there are some companies that offer a similar product to ours in one arena of our addressable market which may be further along in operations and better funded than we are. Furthermore, there may be additional competitors outside of our knowledge, who may have a stronger competitive position in the market than we anticipated. Our continued success will depend, in large part, upon our ability to compete in areas such as cost, quality, and effectiveness of the treatments offered. Our operational and growth prospects also depend on the strength and desirability of our product and our ability to address the market for our products favorably. Our commercial opportunities may be reduced or eliminated if a competitor emerges and develops and markets products that are less expensive, more effective than our products, or gains greater consumer reception than our products do. There is no assurance that we can maintain a robust competitive position in our market sector, and if we fail to do so, we may fail to operate profitably, and our financial performance may be negatively impacted.

 

 

 

Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business.

 

We may experience increases in manufacturing and distribution costs or an interruption in our distribution networks or supplies for the manufacturing of our products. Any such an increase or interruption could materially and negatively impact our business, prospects, financial condition and operating results by affecting our product output and subsequently sales. Especially, reliable distributor networks are crucial to our product output and disruptions therein will negatively impact our business operations and financial performance. Various market conditions such as inflationary pressures could also increase the costs in manufacturing and/or distribution costs associated with our products and could adversely affect our business and operating results. Such price increases will also increase our operating costs and could reduce our margins (assuming we generate any) if we cannot recoup the increased costs through increased prices for our product lines.

 

Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results.

 

We depend on our employees and operations teams to assist in manufacturing and distributing our products. We rely on access to a competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. Any labor shortage and/or any disruption in our ability to hire workers may negatively impact our operations and financial condition. If we experience a sustained labor shortage, we may need to increase wages to attract workers, which would increase our costs of production. Furthermore, if our operating costs increased, including due to inflationary pressures, we may be unable to pass those increased costs on to our customers. If we are unable to do so, any profit margin we generate in the future (if any) will decline, and our financial results will be negatively impacted.

 

We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business.

 

If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis, and our business could be materially and adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals, including Danny Bishop, our President and Chief Executive Officer (CEO), Corrine Couch, our current Chief Operating Officer (COO) and Director, Dennis Beckert, an independent director, and John Eric D’Alessandro, Jr., a Director on the Board and Director of Manufacturing. If we were to lose any of these senior officers or Directors, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially and adversely affected. Furthermore, we do not have key person life insurance policies on such individuals and must bear sole financial risk of the departure of such management team members.

 

In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We could also experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract new personnel, or fail to retain our current personnel, our business and future growth prospects could be severely harmed.

 

Damage to our reputation could negatively impact our business, financial condition and results of operations.

 

Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we continue to develop our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be averse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

 

 

 

 

Our performance may be negatively impacted by general and regional economic volatility or an economic downturn.

 

An overall decline in economic activity could adversely impact our business and financial results, and the severity and/or duration of such declines are hard or impossible to predict. Economic uncertainty may reduce end user spending on water and fuel treatment products. Inadequate demand for our products will result in decreased revenue and worsen our financial performance.

 

Unforeseen or unavoidable events or market conditions may negatively impact our financial performance.

 

Our ability to increase sales, and to profitably sell our products, is subject to a number of risks, including changes in our business relationships with various service providers, competitive risks such as the entrance of additional competitors into our markets, pricing and other competitive risks associated with the development and marketing of new products in order to remain competitive and risks associated with changing economic conditions and government regulation. Global health crises or catastrophes may occur in the future which drive down the demand for our products and adversely affect our business operations and financial performance.

 

We cannot control global events or market factors which affect the demand for our products and the revenue we generate from sales of our products. Therefore, our financial performance may be negatively impacted by events which we may not foresee or adequately prepare for.

 

Our business may be negatively affected by new or changing government regulations, particularly by the Environmental Protection Agency (EPA) and other state and federal bodies.

 

Our products incorporate pulsed power technology, using electromagnetic wavelengths to break down organic material found in fuel to increase fuel efficiency and to eliminate compounds in water such as the minerals known to cause scale build-up and the presence of microorganisms such as bacteria. While this technology has been around for a number of years and the various electromagnetic wavelengths used are not necessarily subject to any regulation, any changes in regulations that might impact their use in commercial products may negatively impact our ability to sell our equipment into the market, reduce our earnings, increase our costs and compliance requirements. Our financial performance may be negatively impacted as a result.

 

Risks Related to Our Intellectual Property

 

Our ability to protect our intellectual property and proprietary technology is uncertain.

 

While the patent supporting the Sonical™ has been issued in the U.S. and we have filed an international patent application for this technology under the Patent Cooperation Treaty, the potential for the patent to be rendered unenforceable or to be challenged does exist. Furthermore, the scope of the subject matter in the patent applications for different patent offices of different countries varies and might be restricted by varying amounts in the final patents, if any, issued to us by the various patent offices. We cannot guarantee that the scope of coverage of any patent issued to us will be exactly the same in each of the jurisdictions where we have already filed, or will file, patent applications. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, even if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications may also be subject to interference or derivation proceedings, and U.S. patents may be subject to inter partes review, post grant review and ex parte reexamination proceedings in the U.S. Patent and Trademark Office (and foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent office), which proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. Similarly, opposition or invalidity proceedings could result in loss of rights or reduction in the scope of one or more claims of a patent in foreign jurisdictions. Such interference, inter partes review, post grant review and ex parte reexamination and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide us with sufficient protection against competitive products or processes.

 

 

 

 

Moreover, we have a pending trademark application at the USPTO but there is no guarantee that our trademark application will be approved. Even if approved, the scope of protection afforded by the trademark may not be sufficiently broad.

 

If we are unable to obtain and maintain patent or other intellectual property protection for our product, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any products we may develop as well as our financial performance may be adversely affected. 

 

Patent terms are limited, and we may not be able to effectively protect our devices and business.

 

Patents have a limited lifespan. In the United States, the natural expiration of a utility patent is generally 20 years after its effective filing date and the natural expiration of a design patent is generally 14 years after its issue date, unless the filing date occurred on or after May 13, 2015, in which case the natural expiration of a design patent is generally 15 years after its issue date. Various extensions may be available; however, the life of a patent, and the protection it affords, is limited. Without patent protection for our products and services, we may be open to competition. Further, if we encounter delays in our development efforts, the period of time during which we could market our products and services under patent protection would be reduced and, given the amount of time required for the development, testing and regulatory review of planned or future products, patents protecting such products may expire before or shortly after such products are commercialized. As a result, our intellectual property might not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

 

Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we license or own, currently or in the future, are issued as patents, they may not be issued in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented or invalidated by third parties. Consequently, we cannot guarantee that our products or other technologies will be protectable, or will remain protected, by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, and results of operations.

 

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices.

 

Our success is heavily dependent on our proprietary Sonical™ technology, the intellectual property rights protecting it, as well as any future intellectual property we own, particularly patents. Obtaining and enforcing patents involves both technological and legal complexity. Therefore, obtaining and enforcing patents is costly, time-consuming and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

 

We may not be able to protect our intellectual property rights throughout the world.

 

Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our devices and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

 

 

 

 

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

 

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

 

We employ individuals who previously worked with other companies. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

 

Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad. 

 

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and/or other countries. We may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our patent rights, allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a non-United States (non-US) patent office, that challenge our priority of invention or other features of patentability with respect to our patents and patent applications. Such challenges may result in loss of patent rights, in loss of exclusivity, or in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology or products. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.

 

In addition, if we initiate legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including failure to constitute patent eligible subject matter, lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. Third parties may also raise claims challenging the validity or enforceability of our patents before administrative bodies in the United States or in other countries, even outside the context of litigation, including through re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings and equivalent proceedings in non-US jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to our patents in such a way that they no longer cover our products. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we or the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection would have a material adverse effect on our business, financial condition, and results of operations. 

 

 

 

 

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. 

 

Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in the abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition and results of operations. 

 

Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations. 

 

Filing, prosecuting, and defending the patents supporting our products in all countries throughout the world would be prohibitively expensive, and the laws of other countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement may not be as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 

 

Many companies have encountered significant problems in protecting and defending intellectual property rights in non-U.S. jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in non-U.S. jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and at risk of not being issued, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate to enforce our patent rights, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license and may adversely impact our financial performance. 

 

Finally, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such a patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition and results of operations may be adversely affected. 

 

 

 

 

Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be adversely impacted.

 

In addition to seeking patent protection for our products, we also rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain a competitive position in the marketplace. We seek to protect such proprietary information, in part, through non-disclosure and other confidentiality agreements with our employees, collaborators, contractors, advisors, consultants and other third parties and invention assignment agreements with our employees. We also have agreements with some of our consultants that require them to assign to us any inventions created as a result of their working with us. The consultant confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties.

 

Ultimately, however, we cannot guarantee that we have entered into such agreements with every party that has or may have had access to our trade secrets or proprietary information. Additionally, despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing, or unwilling, to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position would be materially and adversely harmed.

 

We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not immediately have adequate remedies for any breach. To the extent that our employees, consultants, contractors, or collaborators use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions, which could have a material adverse effect on our business, financial condition, and results of operations.

 

We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture, and commercialization of one or more of our products.

 

We may be subject to claims that current or former employees, collaborators, or other third parties have an interest in our patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, inventorship disputes may arise from conflicting obligations of employees, consultants, or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship of our patents, trade secrets, or other intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our products. Third-party claims of intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the sale and marketing of our products. If we were to lose exclusive ownership of such intellectual property, other owners may be able to license their rights to other third parties, including our competitors. We also may be required to obtain and maintain licenses from third parties, including parties involved in any such disputes. Such licenses may not be available on commercially reasonable terms, or at all, or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of our products. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

 

 

 

 

The cleantech industry we operate in is highly competitive and dynamic. Due to the focused research and development that is taking place by several companies, including us and our competitors, in this field, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, we could become subject to significant intellectual property-related litigation and proceedings relating to our or third-party intellectual property and proprietary rights.

 

Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities.

 

Third parties, including our competitors, may currently have patents, or obtain patents in the future, and claim that the manufacture, use, or sale of our products infringes upon these patents. We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued. In addition, because patent applications can take many years to issue, and because publication schedules for pending applications vary by jurisdiction, there may be applications currently pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication of a patent application and issuance of a patent, there may be published patent applications that may ultimately issue with claims that we infringe. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us escalates. Moreover, we may face claims from non-practicing entities (“NPEs”), entities which own patents but do not practice the patented invention, have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. Third parties, including NPEs, may in the future claim that our products infringe or violate their patents or other intellectual property rights. 

 

If any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability, or priority. A court of competent jurisdiction could hold that these third-party patents are valid, enforceable, and infringed by our products. In order to successfully challenge the validity of any such U.S. patent in federal court, we would need to overcome a presumption of validity. As this evidentiary burden is a high one, requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such U.S. patent. If we are found to infringe third-party patents, and we are unsuccessful in demonstrating that such patents are invalid or unenforceable, such third parties may block our efforts to commercialize the applicable products or technology unless we obtain a license to employ the technology or subject matter described by such patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license could obligate us to pay significant license fees and/or royalties, and the rights granted to us might be non-exclusive, which might result in our competitors gaining access to the same technology. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, or at all, we may be unable to commercialize our products, or such commercialization efforts may be significantly delayed, which could in turn significantly harm our business. If we are found liable for infringing on third party patents, our business may suffer reputational and financial harm. These harmful effects may be more pronounced for us as a small company.

 

 

 

 

If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

 

Our trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.

 

Risks Related to Ownership of our Common Stock

 

This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTCQB will decrease.

 

This registration statement is being filed to offer liquidity to the Selling Shareholders, who are our existing security holders and security holders who have rights to the Common Stock underlying warrants previously issued to them in our previous financing rounds. This is not an initial public offering of stock to investors at large, and there is not a fixed number of securities available for sale. Each Selling Shareholder may offer, sell or distribute all or a portion of his, her or its Shares publicly or through private transactions at prevailing market prices or at negotiated prices, or choose not to sell any or part of the Shares at all. Given the Selling Shareholder’s discretion in this regard, a reader should not expect a guaranteed ability to purchase any of the Shares registered hereunder. We disclaim any responsibility for causing the Selling Shareholder to sell to any person reading this registration statement and offer no assurance as to how many Selling Shareholders will decide to sell their Shares. The reader should be advised that if, alternatively, a large number of Selling Shareholders sell their Shares or there is a public perception that a large number of Selling Shareholders may sell their Shares, the public price of our Common Stock on the OTCQB may decrease in value.

 

Our Common Stock is currently thinly traded on the OTCQB and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile.

 

An active market for our shares of Common Stock may never develop. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of Common Stock. An inactive market may also impair our ability to raise capital by selling our shares of Common Stock, our ability to motivate our employees through future equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of Common Stock as consideration. We can offer no assurance that the public price of our Common Stock will cease to be volatile, as there are many factors which affect the public price which are beyond our control. These factors include, without limitation:

 

	·	the number of shares of our Common Stock publicly owned and available for trading;
	·	overall performance of the equity markets and/or publicly-listed companies that offer competing services and products;
	·	actual or anticipated fluctuations in our revenue or other operating metrics;
	·	our actual or anticipated operating performance and the operating performance of our competitors;
	·	changes in the financial projections we provide to the public or our failure to meet these projections;

 

 

 

	·	failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
	·	any major change in our Board, management, or key personnel;
	·	the economy as a whole and market conditions in our industry;
	·	rumors and market speculation involving us or other companies in our industry;
	·	announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;
	·	new laws or regulations or new interpretations of existing laws or regulations applicable to our business, in the U.S. or globally;
	·	lawsuits threatened or filed against us;
	·	other events or factors, including those resulting from war, incidents of terrorism, or responses to these events and
	·	sales or expected sales of our Common Stock by us and our officers, directors, and principal shareholders.

 

In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

 

Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTCQB.

 

Following the effectiveness of this registration statement, the Shares may be sold on the OTCQB. Our other existing shareholders may also sell their shares in the Company in accordance with an available securities exemption or successful registration. There can be no assurance that the Selling Shareholders will not sell all of the Shares, which may cause a substantial decline in the price of our Common Stock on the OTCQB. There is also no assurance that the Selling Shareholders will sell all of their Shares on the OTCQB. Institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. Conversely, if there is a lack of market demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly on the OTCQB. Furthermore, the decision by our Directors and officers, who retain significant ownership of our Common Stock, to sell, or refrain from selling, shares of Common Stock from time to time, could impact the market supply and trading volumes of our Common Stock, thereby affecting market prices and creating additional volatility. This impact will increase if the percentage of shares sold by non-affiliated shareholders of the Company decreases from time to time. Therefore, an active, liquid and orderly trading market for our Common Stock may not initially develop or be sustained, which could significantly depress the public price of our Common Stock and/or result in significant volatility, which could affect an investor’s ability to sell their shares of Common Stock.

 

You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with future adopted incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

 

Our Articles of Incorporation authorizes us to issue up to 525,000,000 shares of Common Stock and up to 25,000,000 shares of preferred stock. We could issue a significant number of shares of Common Stock in the future in connection with investments or acquisitions. In the future, we may also adopt one or more incentive plans which will provide for the issuance, pursuant to the terms and subject to the conditions set forth in any plan as adopted, of long-term incentive compensation which may take the form of options, restricted stock units or other securities. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our Common Stock.

 

 

 

We currently have 4,200,000 shares of Series A Preferred Stock issued and outstanding and 3,000,000 shares of Series B Preferred Stock issued and outstanding. The future issuance of shares of preferred stock with voting rights (whether equal or disproportionate) may adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our Common Stock. Our Series B Preferred Stock entitle their holders to 20 votes per share held. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, would significantly dilute the voting power of the Common Stockholders even more so than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price.

 

The future issuance of shares of preferred stock with dividend rights, liquidation preferences, conversion rights (in the case of our Series A Preferred Stock and other series of preferred stock we may authorize in the future which have conversion rights) or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of the Series A Preferred Stock (other series of preferred stock we may authorize in the future which have conversion rights) because the holders of such preferred stock would effectively be entitled to own Common Stock upon a qualified securities offering or at a lower conversion price, causing economic dilution to the holders of Common Stock.

 

Additionally, we have a history of issuing our Common Stock as compensation to officers, employees, and consultants. Continued issuance of Common Stock or securities exercisable for or convertible into capital stock of the Company may have a dilutive effect on holders of our Common Stock and other equity securities.

 

Our Series B Preferred Stock entitles its holders to 20 votes per share and all currently issued and outstanding shares of such stock are held by our Chief Executive officer, President, and Director, Danny G. Bishop, or approximately 38.07% of the Company’s voting power. Minority shareholders will have no say in the Company’s policies or corporate matters and future issuances of Series B Preferred Stock will dilute their voting power and may lower the perceived value of our Common Stock.

 

Our Series B Preferred Stock entitles its holders to 20 votes per share. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, will significantly dilute the voting power of the Common Stockholders, to a greater extent than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price. Additionally, as of the date of this prospectus, our Chief Executive Officer, President, and Director, Danny G. Bishop, is the sole shareholder of the Series B Preferred Stock, or approximately 38.07% of the voting power of the Company on a non-diluted basis, which enables him to exert significant influence over the Company’s policies or any other corporate matter, including the election of directors; changes to the Company’s governance documents (with limited exceptions); the expansion of any employee equity or option pool; any merger, consolidation, sale of all or substantially all of our assets; or any other major action requiring stockholder approval. Even after this Offering, assuming all of the Common Stock registered in this registration statement are sold, Mr. Bishop will hold approximately 37.77% of the voting power of the Company, which will still enable him to exert significant influence over the Company’s policies or any other corporate matter. Therefore, minority shareholders will have no say in the Company’s policies or corporate matters. This fact may also lower the perceived value of our Common Stock and subsequently its trading price.

 

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

 

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. Therefore, we do not intend to pay any dividends to holders of our Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our loan agreements or otherwise. As a result, if the Board does not declare and pay dividends, the capital appreciation in the price of our Common Stock, if any, will be your only source of gain on an investment in our Common Stock, and you may have to sell some or all of your Common Stock to generate cash flow from your investment.

 

 

 

 

We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it.

 

If we need to raise additional capital in the future for any reason, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings may result in additional dilution to holders of the common stock. For instance, debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital, or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. Additionally, if we enter into secured debt arrangements, we could be required to dispose of material assets or operations to meet our debt service and other obligations, which could negatively impact the business or cause the business to be discontinued. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives and be unable to continue operating as a going concern.

 

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.

 

We expect the trading market for our Common Stock to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our Common Stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet their expectations, our stock price could decline.

  

We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.

 

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by shareholders, which could harm our business and adversely affect the market price of our Common Stock.

 

We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) (the last day of the fiscal year following the fifth anniversary of becoming a public company). As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.

 

We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

 

 

 

 

 

We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.

 

For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

 

If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

 

Provisions in our Articles of Incorporation and Bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.

 

Our Articles of Incorporation and Bylaws contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders. For example, the Articles of Incorporation currently authorizes our Board, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of shareholders to approve transactions that they may deem to be in their best interests.

 

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE OF OUR COMMON STOCK.

 

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains “forward-looking statements”. Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

 

1.

Our ability to effectively operate our business segments;

 

2.

Our ability to manage our research, development, expansion, growth and operating expenses;

 

3.

Our ability to evaluate and measure our business, prospects and performance metrics;

 

4.

Our ability to compete, directly and indirectly, and succeed in a competitive and evolving industry;

 

5.

Our ability to respond and adapt to changes in technology and customer behavior;

 

6.

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

 

7.

Other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations.

 

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 

 

 

 

 

INDUSTRY AND MARKET DATA

 

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties, as well as estimates by our management based on such data. None of these third parties are affiliated with us, and the information contained in this prospectus has not been reviewed or endorsed by any of them. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. We have not commissioned any of the industry and market data included in this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

 

While we believe that the information from these industry publications, surveys, and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

 

 

 

 

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the Shares by the Selling Shareholders (See “Selling Shareholders”) under this prospectus (and/or their respective pledgees, donees, transferees, distributees, or other successors in interest that receive such Shares as a gift, partnership distribution or other non-sale related transfer), which includes up to 11,671,136 Outstanding Shares and 23,600,000 Warrant Shares. We will, however, bear the costs incurred in connection with the registration of the Shares. We will also receive payment from AJB Capital’s exercise of the 2022 Warrants and certain Selling Shareholders’ exercise of the AGES Warrants. We have received proceeds from AJB Capital’s purchase of the 2023 Warrants prior to the registration of the Common Stock underlying the 2023 Warrants and as such, these proceeds will not be included as part fee calculations for the filing of this registration statement. If all of the 2022 Warrants and Additional Warrants are to be exercised in cash at their respective exercise prices, we would receive gross proceeds of approximately $25,000, and approximately $557,000, respectively, and a total of approximately $582,000 in proceeds from the Warrants’ exercise. We cannot predict when or if the Warrants will be exercised or when. It is possible that the Warrants will expire before their exercise period and that they may never be exercised.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDEND POLICY

 

Since our inception, we have not paid any dividends on our capital stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion, whether dividends may be declared and paid to holders of our Common Stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the notes to those statements included elsewhere in this Registration Statement on Form S-1. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under ‘‘Risk Factors,’’ our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Corporate History

 

We were originally incorporated in Nevada on February 22, 2006 under the name Photomatica, Inc. On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” On March 5, 2012, we changed our name to Go Green Global Technologies Corp., our current name. We are currently in good standing in the State of Nevada as of the date hereof.

 

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

 

Business

 

We are an innovative, publicly traded U.S. company that aims to provide proprietary disruptive technology for use in the water and fuel industries for both commercial and consumer segments of these markets. We intend to provide solutions worldwide through our patented Sonical™ apparatus, which is designed to be utilized for both non-chemical water treatment and fuel combustion applications. Such applications include industrial, automotive, transportation, maritime and railway industries. We are a pioneer and leader in the emerging pulsed power technology sector. Since inception, we have focused on technologies that lead to a cleaner and more efficient planet. We are still currently in a pre-revenue stage of development and have yet to launch products integrating our Sonical™ technology.

 

 

 

 

 

 

 

 

Results of Operations

 

The following table summarizes our results of operations for the periods presented:

 

		For the Nine Months Ended												For the Years Ended
		September 30, 2024				September 30, 2023				Change				December 31, 2023				December 31, 2022				Change
Revenue		$	16,674			$	–			$	16,674			$	–			$	–			$	–
Cost of Revenue			(16,674	)			–				(16,674	)			–				–				–
Gross Profit			–				–				–				–				–				–
Operating expenses:
General and administrative		$	619,985			$	385,354			$	234,631			$	798,809			$	2,291,645			$	(1,492,836	)
Research and developments			–				625,000				(625,000	)			795,000				–				795,000
Depreciation and amortization			2,018				2,016				2				2,689				6,647				(3,958	)
Total operating expenses			622,003				1,012,370				(390,367	)			1,596,498				2,298,292				(701,794	)
Loss from operations			(622,003	)			(1,012,370	)			390,367				(1,596,498	)			(2,298,292	)			701,794
Other Income / (Expense):
Interest expense			(839,890	)			(1,427,495	)			587,605				(1,737,685	)			(303,937	)			(1,433,748	)
Gain on change in fair value of derivative liability			–				–				–				–				35,862				(35,862	)
Gain (loss) on debt extinguishment			40,621				(120,000	)			160,621				(120,000	)			1,423,023				(1,543,023	)
Total other expenses			(799,269	)			(1,547,495	)			748,226				(1,857,685	)			1,154,948				(3,012,633	)
Net loss		$	(1,421,272	)		$	(2,559,865	)		$	1,138,593			$	(3,454,183	)		$	(1,143,344	)		$	(2,310,839	)

 

Revenue

 

We generated $16,674 and $0 from product sales during the nine months ending on September 30, 2024 and 2023.

 

We did not generate any revenue in the fiscal year ending on December 31, 2023 (the “2023 Fiscal Year”) and the fiscal year ending on December 31, 2022 (the “2022 Fiscal Year”).

 

Operating Expenses

 

Our operating expenses for the nine months ending on September 30, 2024 were $622,003, compared to $1,012,370 for the nine months ending on September 30, 2023, representing a decrease of $390,367.

 

Our operating expenses for the 2023 Fiscal Year and 2022 Fiscal Year were $1,546,498 and $2,298,292, respectively, representing a decrease of $751,794.

 

General and administrative expenses for the nine months ending on September 30, 2024 were $619,985, compared to $385,354 for the nine months ending on September 30, 2023, representing an increase of $234,631. This increase is attributable to an increase in accounting and general consulting fees of $190,447 and $14,540, respectively, partially offset by a decrease in stock-based compensation, filing fees, and financial consulting services of $126,962, $74,590, and $64,512, respectively.

 

 

 

 

General and administrative expenses were $798,809 for the 2023 Fiscal Year, compared to $2,291,645 for the 2022 Fiscal Year, representing a decrease of $1,492,836. This decrease is attributable to our 2022 financings and the relaunch of our business operations in the 2022 Fiscal Year. During the 2022 Fiscal Year, we incurred greater finance fees, consulting fees, payroll fees, office supply expenses, and other startup costs as compared to the 2023 Fiscal Year. During the 2023 Fiscal Year, finance fees decreased by $123,851, consulting fees decreased by $12,000, payroll fees decreased by $66,000, and office supply expense decreased by $57,923.

 

Research and development expenses for the nine months ending on September 30, 2024 was $0, compared to $625,000 for the nine months ending on September 30, 2023, representing a decrease of $625,000. The decrease is primarily due to the expense recognized in the nine months ending on September 30, 2023 in connection with the 2023 APA Amendment, when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.

 

Research and development expenses were $795,000 for the 2023 Fiscal Year, compared to $0 for the 2022 Fiscal Year. The increase is primarily due to the expense recognized in connection with the 2023 APA Amendment when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.

 

Depreciation expenses were $2,018 for the nine months ending on September 30, 2024, compared to $2,016 for the nine months ending on September 30, 2023, representing a decrease of $2.

 

Depreciation expenses were $2,689 for the 2023 Fiscal Year, compared to those for the $6,647 for the 2022 Fiscal Year, representing a decrease of $3,958 and such decrease was mainly attributed to a decrease in property and equipment and no major capitalized purchases in the 2023 Fiscal Year.

 

Other Expenses

 

For the nine months ending on September 30, 2024, we incurred other expenses of $799,269. For the nine months ending on September 30, 2023, we incurred other expenses totaling $1,547,495, representing a decrease in expense quarter over quarter of approximately $748,226

 

For the nine months ending on September 30, 2024 and 2023, our interest expenses were $839,890 and $1,427,495, respectively. This decrease in interest expenses is attributable to a greater number of warrants and shares of stock issued during the nine months ended September 30, 2023 as compared to the corresponding period in 2024.

 

For the nine months ending on September 30, 2024, we incurred a gain on extinguishment of debt of $40,621, as compared to a loss on extinguishment of $120,000 for the nine months ending on September 30, 2023 as a result of debt settlement in both periods and a number of stock and stock value issued for extinguishment of promissory notes during the nine months ended September 30, 2024.

 

For the 2023 Fiscal Year, we incurred other expenses of $1,857,685. For the 2022 Fiscal Year, we incurred other income totaling $1,154,948, representing a decrease in other income (expense) year over year of approximately $(3,012,633).

 

For the 2023 Fiscal Year and the 2022 Fiscal Year, our interest expenses were $1,737,685 and $303,937, respectively. This significant increase in interest expenses is due to the amortization of debt discount on warrants and shares of common stock issued during the year ended December 31, 2023.

 

For the 2023 Fiscal Year we incurred a loss on extinguishment of debt of $120,000, as compared to a gain of $1,423,023 for the 2022 Fiscal Year.

 

 

 

 

Net Loss

 

For the nine months ending on September 30, 2024, we had a net loss of $1,421,272, compared to $2,559,865 for the nine months ending on September 30, 2023. The reason for the decrease quarter over quarter is a large decrease in research and development expenses, coupled with a decrease in interest expense.

 

For the 2023 Fiscal Year, we had a net loss of $3,454,183 compared to net loss of $1,143,344 for the 2022 Fiscal Year. The reason for the decrease from the 2022 Fiscal Year to the 2023 Fiscal Year was a significant decrease in interest expense as well as an increase in gains from debt settlements partially offset by a decrease in operating expenses of $751,794.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

 

To date we have financed our operations through sales of common stock and the issuance of debt and warrants.

 

Our ability to continue as a going concern depends on continued financial support from management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing as well as its ability to generate profit from future operations. We do not currently have sufficient cash on hand to cover our operating expenses and as such will continue to raise capital through the sale of stock and notes. We have produced several prototype devices for some of our anticipated products to permit production testing. In the next six to twelve months, testing of our devices and manufacturing techniques will be finalized. We expect to commence sales as soon as the aforementioned are completed.

 

As of the date of this prospectus, we believe that our current cash on hand will meet our anticipated cash requirements for the next 30 days.

 

Working Capital

 

		September 30,				December 31,								December 31,				December 31,
		2024				2023				Change				2023				2022				Change
Current Assets		$	13,619			$	33,453			$	(19,834	)		$	33,453			$	4,671			$	28,782
Current Liabilities			2,138,230				1,837,207				301,023				1,837,207				1,118,323				718,884
Working Capital Deficit		$	(2,124,611	)		$	(1,803,754	)		$	320,857			$	(1,803,754	)		$	(1,113,652	)		$	(690,102	)

 

Current Assets

 

The value of our current assets as of September 30, 2024 was $13,619, comprised of cash, accounts receivable, and prepaid expenses. Our cash balance was $3,445 and $33,453, as of September 30, 2024 and December 31, 2023, respectively, and our prepaid expenses were $3,500 and $0 respectively. Our accounts receivable balance was $6,674 and $0 at September 30, 2024 and December 31, 2023. The decrease in cash balance from December 31, 2023 to September 30, 2024 is attributable to certain reductions of general expenses coupled with proceeds from the sale of Common Stock.

 

As of December 31, 2023 and December 31, 2022, our current assets were comprised of cash and prepaid expenses. Our cash balance was $33,453 and $1,072, respectively, and our prepaid expenses were $0 and $3,599, respectively. The increase in cash balance from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to proceeds from short term debt and the sale of Common Stock, partially offset by routine business activity.

 

 

 

 

Current Liabilities

 

As of September 30, 2024 and December 31, 2023, we had total current liabilities of $2,138,230 and $1,837,207, respectively. The increase in current liabilities is attributable to an increase in accrued interest and short-term debt entered into during the nine months ended September 30, 2024.

 

As of December 31, 2023, and December 31, 2022, we had total current liabilities of $1,837,207 and $1,118,323, respectively. The increase in current liabilities is attributable to an increase in accounts payable, accrued expenses, and short-term debt during the year ended December 31, 2023.

 

Working Capital Deficit

 

As of September 30, 2024 and December 31, 2023, we had a working capital deficit of $2,124,611 and $1,803,754, respectively. The increase in working capital deficit is due to increases in notes payable and accrued interest and a decrease in cash on hand.

 

As of December 31, 2023 and December 31, 2022 we had a working capital deficit of $1,803,754 and $1,113,652, respectively. The increase in working capital deficit is primarily due to an increase in notes payable, accounts payable, and accrued interest, partially offset by reductions of convertible debt.

 

Cash Flows

 

		For the Nine Months Ended												For the Twelve Months Ended
		September 30,				September 30,								December 31,				December 31,
		2024				2023				Change				2023				2022				Change
Cash Used in Operating Activities		$	(295,908	)		$	(527,365	)		$	231,457			$	(668,194	)		$	(348,974	)		$	(319,220	)
Cash Used in Investing Activities			–				–				–				–				(9,589	)			9,589
Cash Provided by Financing Activities			265,900				526,525				(260,625	)			700,575				357,500				343,075
Net (Decrease) Increase in Cash		$	(30,008	)		$	(76,017	)		$	46,009			$	32,381			$	(1,063	)		$	33,444

 

Cash flows from Operating Activities

 

For the fiscal period ending on September 30, 2024 and the fiscal period ending on September 30, 2023, the cash used in operating activities totaled $295,908 and $527,365, respectively. The decrease in cash used in operating activities is due to a greater net loss amount for the nine months ended September 30, 2023 as compared to September 30, 2024 as well as a larger amount of non-cash interest expenses during the nine months ended September 30, 2023.

 

For the 2023 Fiscal Year and 2022 Fiscal Year, the cash used in operating activities totaled $668,194 and $348,974, respectively. The reason for the increase in cash used in operating activities from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to a significant increase in non-cash interest expenses as well as common stock issued for the acquisition of technology, coupled with a greater net loss amount for the year ended December 31, 2023.

  

Cash flows from Investing Activities

  

For the periods ending September 30, 2024 and 2023, we used $0 in investing activities.

 

For the 2023 Fiscal Year and 2022 Fiscal Year, we used $0 and $9,589, respectively, in investing activities.

 

 

 

 

Cash flows from Financing Activities

 

For the periods ending September 30, 2024 and 2023, we generated $265,900 and $526,525 respectively, in financing activities. The decrease in cash from the nine months ended September 30, 2023 to the corresponding period in 2024 was due to greater proceeds from notes payable during the nine months ended September 30, 2023 as compared to September 30, 2024.

 

For the 2023 Fiscal Year and 2022 Fiscal Year, we generated $700,575 and $357,500 from financing activities, respectively. The increase in cash from financing activities from the 2022 Fiscal Year to the 2023 Fiscal Year was due to a large increase in proceeds received from notes payable as well as proceeds received from the sale of Common Stock.

 

Off-Balance Sheet Arrangements

 

We do not currently have any off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

 

Factors That May Adversely Affect Our Results of Operations

 

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, economic instability and inflation, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the initial business combination.

 

 

 

 

 

 

 

 

 

 

BUSINESS

 

This section should be read in conjunction with the more detailed information about us contained in this prospectus, including our audited financial statements and other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Our Mission & Vision

 

At Go Green Global Technologies Corp., we believe in a present and future in which cost-effective and environmentally friendly solutions for individuals, communities and industries are accessible to all. It is our guiding principle that sustainability and affordability should go hand-in-hand, and that making a greener choice for the health of our shared planet should not be cost-prohibitive. We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.

 

Corporate History

 

We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are in good standing with the State of Nevada as of the date of this prospectus.

 

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

 

Introduction

 

We are a technology and manufacturing company based in Danbury, Connecticut. We own the patented Sonical™ technology^[12] designed to render impurities in fluids inert, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology can be installed into existing water supply and fuel consumption systems. After this installation, fluid can pass through the electromagnetic field created within the Sonical™ apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.

 

Currently, we are in a pre-revenue stage of development, and expect to launch our products anytime between the first fiscal quarter of 2025 or second fiscal quarter of 2025.

 

As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products between the first fiscal quarter of 2025 or second fiscal quarter of 2025. Whether we launch these products depends on whether they are successfully manufactured and commercialized and their launch is contingent on the progress of our research and development for these products. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.

 

We have a manufacturing facility located in Danbury, Connecticut, in which we have a full setup for final assembly, quality control, and testing of our products. This facility also has two manual winding machines to produce the copper coils central to the Sonical™ technology.

 

 

 

^[12] Patent No. US 11,634,344 B2.

 

 

 

 

 

 

The Sonical™ technology

 

The Sonical™ apparatus contains unique coil design configurations that can conduct an electromagnetic field. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders fluid impurities inert.

 

We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues found with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation requires little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a cheaper and more environmentally sound alternative to conventional methods.

 

 

 

 

Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.

 

We intend to have our Sonical™ fuel products tested extensively in private laboratories to demonstrate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to demonstrate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.

 

Business Plan

 

We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we plan to launch between the first fiscal quarter of 2025 and second fiscal quarter of 2025 after our manufacturing and marketing goals are achieved, and depending on the progress of our research and development for these products.

 

Fuel Treatment	Water Treatment & Descaling
Commercial Boilers	HVAC Cooling Towers
Residential Boilers	Commercial Descaling
Diesel Generators	Residential Water
Automotive/Trucking	Municipal Water
Locomotive (Heavy Rail)
Maritime Vessels

 

Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to their capacity to reduce fuel consumption and significantly reduce carbon dioxide emissions.

 

Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems.

 

We anticipate that the water treatment and descaling product lines will experience slower but long-term growth compared to the fuel treatment product lines.

 

Between the first fiscal quarter of 2025 to second fiscal quarter of 2025, we intend to submit an application for our Sonical™ water device to the National Sanitation Foundation for testing in order to achieve ANSI/NSF Standard 61 certification. This certification applies to all products in contact with potable and drinking water in the United States, and attests that certain products are safe for installation potable water systems for public use or consumption and are verified by a third party. Once we receive ANSI/NSF Standard 61 certification, we will launch our residential and municipal water product lines in the U.S. Between the first fiscal quarter of 2025 to second fiscal quarter of 2025, we also intend to begin the process for obtaining Underwriter Laboratories (“UL”) and CE certifications. UL is one of several companies approved for safety testing by U.S. federal agency Occupational Safety and Health Administration, and its product certification attests that the product has met applicable industry standards. CE certifications are affirmations from a manufacturer that its product complies with all applicable European health, safety, and environmental protection standards.

 

 

 

 

In the first 6 months of production, beginning sometime from the first fiscal quarter of 2025 to the second fiscal quarter of 2025, we plan to launch the following product lines and anticipate the below monthly production volumes for each line:

 

Product Line	Average Units Sold Per Month
Fuel - Residential Boiler 3/8in	30
Fuel - Residential Boiler 1/2in	30
Fuel - Commercial Boiler	10
Fuel - Diesel Generators	100
Water - HVAC Cooling Tower	2
Water - Commercial De-Scaling	10

 

The above projections are based on pending agreements with existing distributors in the HVAC and diesel generator industries and our anticipated product output capabilities in our initial ramp-up phase. The terms of such pending agreements are not finalized and that it is uncertain whether the terms of such agreements will ever be finalized or if such agreements will ever be entered into.

 

Within a year from the start of production, Go Green anticipates scaling up its output and generating more demand for its products. At that stage, we also plan to add another product line for residential water treatment.

 

Product Line	Average Units Sold Per Month
Fuel - Residential Boiler 3/8in	50
Fuel - Residential Boiler 1/2in	50
Fuel - Commercial Boiler	20
Fuel - Diesel Generators	200
Water - HVAC Cooling Tower	5
Water - Commercial De-Scaling	25
Water - Residential Water Treatment	50

 

After a year of commercializing and manufacturing the above products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base.

 

We plan to target the maritime industry and the locomotive industry as part of our business plans in the long term. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.

 

Please see the “Industry Overview” subsection below for more detail on the estimates and assumptions underlying our financial projections.

 

Industry Overview

 

We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.

 

We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.

 

 

 

 

Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.

 

Market and Growth

 

We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.

 

In the early stages of production, we anticipate utilizing our existing distributor networks to cater to the most accessible sectors. As to fuel treatment, we plan to first target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada.

 

According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.^[14] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.

 

As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.^[15] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,^[17] which thereby increases fuel consumption and costs.^[18] We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.

 

 

 

^[14] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Oulook, Table WFO1, March 2023.

 

 

 

As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small, and medium duty trucks, locomotive engines, and maritime vessels markets.

 

To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.

 

In the longer term, we plan to target two other major markets, the maritime industry and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.

 

The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer us significant revenue potential.

 

Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.

 

Competition

 

With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.^[17] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.

 

 

 

^[15] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023.https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor. pp. 1-12.

^[16] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699. pp. 1-7.

 

 

 

With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.

 

Intellectual Property

 

As of the date of this prospectus, we own the following patents:

 

Patent Number	Place of registration	Title	Owner	Filing date	Publication date
US 11,634,344 B2	United States	Apparatus and method for treating substances using asymmetric-vector electrical fields	Go Green Global Technologies Corp.[18]	September 10, 2021	April 25, 2023
PCT/US2022/043068	International[19]; the Company submitted applications during the national entry phase to Mexico on March 8, 2024 (Application no. MX/a/2024/003051) and Canada on March 11, 2024 (Application no. 3231504).	Apparatus and method for treating substances using asymmetric-vector electrical fields	Go Green Global Technologies Corp.[20]	September 9, 2022	March 16, 2023

 

 

 

 

^[17] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.

^[18] The inventor is Salvatore Mario Pandolfo who previously assigned the patent to us. We were the applicant for this patent.

^[19] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries.

^[20] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.

 

 

 

As of the date of this prospectus, we have the following trademark applications pending:

 

Trademark	Place of registration	Owner	Class	Filing date
SONICAL[21]	Canada	Go Green Global Technologies Corp	009	March 26, 2021
SONICAL[22]	United States	Go Green Global Technologies Corp.[23]	009	April 8, 2021

 

Employees & Human Capital

 

As of the date of this prospectus, we have two full-time employees.

  

Legal Proceedings

 

From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition.

 

Property

 

We lease and maintain our primary offices at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810. We do not currently own any real estate. Effective August 1, 2024, we have a five-year lease at the Danbury, CT location.

 

Corporate Information

 

We were incorporated on February 22, 2006, in Nevada. Our principal executive offices are located at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810, and our telephone number is (866) 847-3366. Our website address is www.gogreen-tech.org. The information on, or that can be accessed through, our website is not part of this prospectus.

 

 

 

^[21] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.

^[22] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.

^[23] This Pending U.S. Trademark has been suspended by the USPTO. The Pending Canadian Trademark was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.

 

 

MANAGEMENT

 

The following table sets forth certain information as of the date of this prospectus about our executive officers and members of our Board of Directors.

 

Name		Age		Position	Term of Office
Danny G. Bishop		70		President, Chief Executive Officer, Chief Financial Officer, Director1	July 2019 (President, Chief Executive Officer, Director) August 2022 (Chief Financial Officer)
Hattie Corrine Couch		31		Chief Operating Officer, Director2	June 2022 (Chief Operating Officer) March 2023 (Director)
John E. D’Alessandro, Jr.		34		Director, Director of Manufacturing3	January 2018
Dennis Beckert		54		Director4	November 2023

 

Danny Bishop, Chief Executive Officer and Chief Financial Officer

 

Dan Bishop has over two decades of healthcare administrative management experience, including an extensive background in marketing strategy and sales. Having received his B.S. in Occupational Therapy from Eastern Michigan University in 1976, Danny went on to have an extensive career in healthcare and hospital management. In these roles, Danny was responsible not only for the care and well-being of patients, but for budgeting, reviewing financial information, reporting to the board of directors of the hospitals he served, and managing the overall success of the programs that he oversaw. Mr. Bishop was also responsible for overseeing several programs within the various hospitals that he worked at, lending him tremendous leadership and managerial experience.

 

In his former role as manager of outpatient rehabilitation services for a large healthcare group in Toledo, Ohio, Mr. Bishop was responsible for the daily operations of an extensive product line of outpatient therapy products with a $12 million annual budget. This experience, in conjunction with many other roles in which Mr. Bishop was directly involved with in day-to-day operations, imbues Mr. Bishop with the skills to effectively lead and manage a complex business structure.

 

Over time, Mr. Bishop’s career evolved into one with a sales-oriented focus. After approximately twenty years of healthcare administrative management, Mr. Bishop worked as a consultant for various technology and manufacturing companies, utilizing his extensive connections within the healthcare network to bring sales and relationships to his clients. One such client was us, for which Danny served as National Sales Manager from 2010 to 2013. In this role, Danny sold the original version of Go Green’s proprietary Sonical™ technology nationwide. After this period of success, the Company was unfortunately dormant for some time, but Mr. Bishop returned to us as its Chief Executive Officer and President in 2019 with hopes of leading us back to success. In August of 2022, Mr. Bishop started serving as our Chief Financial Officer. The Board was resolute in its confidence to bring Mr. Bishop into executive management knowing that with his knowledge and passion for our products and his extensive management and leadership experience, he was the right person for the role. Mr. Bishop has never been involved in any legal proceedings and is of upstanding character, suitable for his service on the Board and as a member of executive management.

 

Hattie Corrine Couch, Chief Operating Officer and Director

 

Hattie Corrine Couch (Corrine Couch) is our Chief Operating Officer and Director, having served as Chief Operating Officer since June 2022 and Director since March 2023. Ms. Couch is an experienced administrative manager, operations coordinator, and program logistics overseer. She received her B.A. in Political Science from the University of Memphis in 2020, graduating magna cum laude. After, Corrine worked in various campaign management positions for a couple of years, first during her undergraduate years from 2017 to 2018 and then in 2020 to 2021. In her most recent position, which she held from April 2021 to June 2022, prior to joining Go Green, Corrine served as the Senior Administrative Manager for Field Strategies, a top nationwide firm providing electoral campaign management services and civic engagement strategies. In this role, Corrine was responsible for overseeing and executing all day-to-day administrative and operational needs, including payroll, human resources, tax compliance, and internal financial controls. Corrine originally started with Field Strategies as a campaign operations supervisor, with prior experience as a field manager for a variety of public interest campaigns. As a manager, Corrine has demonstrated excellent leadership qualities on a variety of nationwide electoral and issue-based campaigns, applying her experience in managing personnel and executing tasks required to advance the program’s management.

 

 

^[1] Mr. Bishop provides services to the Company in his role as Chief Executive Officer and President pursuant to the Employment Agreement filed as Exhibit 10.4.

^[2] Ms. Couch does not have an employment agreement with the Company for services provided as Chief Operating Officer. She provides services to the Company in her role as Chief Operating Officer pursuant to the Independent Contractor Agreement filed as Exhibit 10.5.

^[3] The Director of Manufacturing position is not an executive officer position.

^[4] Mr. Beckert provides services to the Company in his role as Director pursuant to the Director Agreement filed as Exhibit 10.6.

 

 

Prior to her career in campaign management, Corrine worked in the real estate management and multi-family leasing space for approximately 3 years, roles in which she was responsible for a variety of administrative and operational tasks. In these capacities, she was integral to ensuring the overall productivity and success of the businesses in which she was essential to core management. From her combined professional experience over the last 6 years, Corrine has a keen understanding of the inner workings of a company and how best to manage administrative and operational logistics for success.

 

The Board deemed Corrine a qualified candidate for her role as Chief Operating Officer, and a subsequent Director based upon her extensive experience in administrative and operations management, as well as her capacity to lead and manage personnel effectively. Additionally, Corrine’s unique experience in politics provides the Company with astute knowledge of the inner workings of local, state, and federal government programs from which the Company in its capacity as a manufacturer of green technology devices stands to benefit in the form of grants or pilot programs. Corrine has never been involved in any legal proceedings and is of upstanding character suitable for that of an officer and director.

 

John Eric D’Alessandro, Jr., Director and Director of Manufacturing

 

John Eric D’Alessandro, Jr. is our Director and Director of Manufacturing, having served us in these capacities since January of 2018. John Eric is a respected professional with several years of experience in managerial operations, financial oversight, and inventory management in both professional and laboratory settings. He received his B.S. in Microbiology with a minor in Chemistry from Southern Connecticut University in 2016.

 

From 2014 to 2016, John Eric worked in a cancer research laboratory, where he was responsible for overseeing proper laboratory maintenance and ensuring the success of various projects. In this role, he developed research and development skills, as well as a keen understanding of working in a controlled environment to ensure operational success.

 

Since 2016, John Eric has served as the owner and manager of a prominent restaurant in the Connecticut area with over $1.2 million in annual sales. In this role, he oversees revenue generation, financial oversight, maintaining the books and records, inventory control, and managing his staff.

 

Based on both his educational background in the sciences, his experience in laboratory settings, and his business acumen, we determined that John Eric was befitting of his role as a Director, as well as the title of Director of Manufacturing. John Eric has extensive knowledge of our proprietary technology, the Sonical™, in both a scientific context and in the context needed to run our manufacturing operations. He is of upstanding character and has never been involved in any legal proceedings.

 

Dennis Beckert, Independent Director

 

Dennis Beckert was appointed to a three-year term as Director in November 2023.

 

Mr. Beckert received both a M.S. in Accounting and an MBA from Northeastern University in 1996. As the principal of Alpine Advisory Group from 2006 to the present, a consulting firm that provides contract CFO and COO consulting services to manufacturing, service and media companies from startup to $100 million in revenue throughout the US and Europe. Mr. Beckert brings a deep background in financial and operational analysis, cash management and forecasting, and corporate governance.

 

In 2016, Mr. Beckert contracted with Equities.com, Inc. (“Equities”) to provide CFO services and help manage its transition from the print to the digital news market. In 2018 he was appointed interim CEO of Equities. From 2021 to 2023 he acted as Chief Operating and Chief Financial Officer for ESG News Corp. During his time at Equities and ESG News Corp., Mr. Beckert helped lead both companies to the leading market position in their niche.

 

Prior to starting Alpine Advisory Group, Mr. Beckert was Controller for a resort, Whiteface Lodge in Lake Placid, from 2004 to 2006 during its period of construction, where he managed a $75 million construction budget and oversaw the implementation of all banking and point-of-sale systems necessary to operate a luxury property. Prior to Whiteface Lodge, Mr. Beckert was the Treasurer of Kaz, Inc. (“Kaz”) from 1999 to 2004, where he managed approximately 50 employees. During his time there, Kaz increased its annual sales from $80 million to over $500 million and opened manufacturing operations in North America, Asia, and Europe. Mr. Beckert began his career in public accounting, working first at a large regional CPA firm before joining PricewaterhouseCoopers.

 

We believe Mr. Beckert is well-qualified for his position as Director and has never been involved in any legal proceedings.

 

 

 

 

EXECUTIVE COMPENSATION

 

The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.

 

Summary Compensation Table

 

Name and Principal Position		(Salary $)				($) Bonus				Stock/Option/RSU Awards ($)				Total ($)
Danny G. Bishop, Chief Executive Officer, Chief Financial Officer, and President (Principal Executive Officer and Principal Financial Officer)
Fiscal year ending December 31, 2024		$	0			$	0			$	0			$	0
Fiscal year ending December 31, 2023		$	0			$	0			$	0			$	0
Hattie Corrine Couch, Chief Operating Officer
Fiscal year ending December 31, 2024		$	60,000			$	0			$	2,125	(1)		$	62,125
Fiscal year ending December 31, 2023		$	72,000			$	0			$	16,875	(1)		$	88,875

 

⁽¹⁾                   The Company awarded Ms. Couch such restricted stock grants pursuant to her Independent Contractor Agreement with us. Under the Independent Contractor Agreement, the Company will award 600,000 shares of Common Stock to Ms. Couch, with 250,000 shares vesting on execution of the Independent Contractor Agreement, 200,000 shares vesting on December 1, 2022 and 150,000 vesting in equal installments of 12,500 shares per month, beginning on January 1, 2023 over the course of the following 12 months.

 

Board Compensation

 

The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.

 

Summary Compensation Table

 

Name and Principal Position		(Salary $)				($) Bonus				Stock/Option/RSU Awards ($)				Total ($)
Danny G. Bishop, Director
Fiscal year ending December 31, 2024		$	0			$	0			$	0			$	0
Fiscal year ending December 31, 2023		$	0			$	0			$	0			$	0
Hattie Corrine Couch, Director
Fiscal year ending December 31, 2024		$	60,000			$	0			$	2,125	(2)		$	62,125
Fiscal year ending December 31, 2023		$	72,000			$	0			$	16,875	(2)		$	88,875
John E. D’Alessandro, Jr., Director
Fiscal year ending December 31, 2024		$	3,000			$	0			$	0			$	3,000
Fiscal year ending December 31, 2023		$	3,000			$	0			$	0			$	3,000
Dennis Beckert, Director
Fiscal year ending December 31, 2024		$	0			$	0			$	19,600	(3)		$	19,600
Fiscal year ending December 31, 2023		$	0			$	0			$	4,200	(4)		$	4,200

 

⁽²⁾                   The Company awarded Ms. Couch such restricted stock grants pursuant to her Independent Contractor Agreement with us. Under the Independent Contractor Agreement, the Company agreed to award 600,000 shares of Common Stock to Ms. Couch, with 250,000 shares vesting on execution of the Independent Contractor Agreement, 200,000 shares vesting on December 1, 2022 and 150,000 vesting in equal installments of 12,500 shares per month, beginning on January 1, 2023 over the course of the following 12 months.   Pursuant to mutual oral agreement between Ms. Couch and the Company, the Company actually made issuances to Ms. Couch in the fiscal year ending on December 31, 2023 as set forth in Item 15 below, 150,000 shares of common Stock in the aggregate for a total value of $16,875.

 

⁽³⁾                   The Company awarded Mr. Beckert shares of Common Stock with the total value indicated, pursuant to his Director Agreement with us. Pursuant to the Director Agreement, 300,000 shares of Common Stock are issued in equal quarterly installments over the term of the Director Agreement (from November 16, 2023 to the earlier of the expiration date of the Director Agreement or three years after November 16, 2023). Pursuant to the Director Agreement, the Company will also issue 20,000 shares of Common Stock (such issuances, the “Monthly Issuances”) to Mr. Beckert on a monthly basis during the term of the Director Agreement. Pursuant to subsequent oral agreement between the Company and Mr. Beckert, Mr. Beckert agreed to the Monthly Issuances being made at the end of each fiscal quarter instead of monthly.

 

 

 

 

PLAN OF DISTRIBUTION

 

Each Selling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCQB at prevailing market prices or at privately negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

 

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	·	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	·	privately negotiated transactions;
	·	settlement of short sales;
	·	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per share;
	·	through the writing or settlement of options or other hedging transactions;
	·	a combination of any such methods of sale; or
	·	any other method permitted pursuant to applicable law.

 

If the Selling Shareholders sell their securities through purchases by a broker-dealer as principal and resales by the broker-dealer for its account, these events would constitute a material change to the Company’s plan of distribution. This material change would require a post-effective amendment to this registration statement.

 

The Selling Shareholders may also sell securities under Rule 144 (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

 

In connection with the sale of the Shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that he, she, or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

We will bear the costs incurred in connection with the registration of the Shares.

 

The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information, as of February 6, 2025 with respect to the holdings of (1) each natural or legal person who is the beneficial owner of more than 5% of each class of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

 

Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of our voting stock over which a natural or legal person exercises sole or shared voting or investment power, or of which such person has a right to acquire ownership at any time within 60 days of February 6, 2025. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is presented on both a fully diluted and non-fully diluted basis and based on shares outstanding as of February 6, 2025. On February 6, 2025, we had 100,040,043 shares of Common Stock issued and outstanding. Common Stock subject to convertible securities which are currently exercisable or exercisable within 60 days of February 6, 2025 are deemed to be outstanding for the purpose of computing the percentage ownership of any natural or legal person or group.

 

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

 

Beneficial Owner	Beneficially Owned Before Offering, Fully Diluted Basis	Percent of Class Before Offering, Fully Diluted Basis	Beneficially Owned After Offering, Fully Diluted Basis	Percent of Class After Offering, Fully Diluted Basis	Common Stock Ownership Before Offering, Non-Diluted Basis	Percent of Class Before Offering, Non-Diluted Basis	Common Ownership After Offering, Non-Diluted Basis	Percent of Class After Offering, Non-Diluted Basis	Total Voting Power in Company before Offering, Non-Diluted Basis(1)	Total Voting Power in Company after Offering, Non-Diluted Basis(1)
Officers and Directors
Common Stock
Hattie Corrine Couch	1,025,000	0.73%	1,025,000	0.73%	1,025,000	1.02%	1,025,000	1.02%	0.62%	0.62%
Danny G. Bishop	2,540,000	1.81%	2,040,000	1.45%	2,540,000	2.54%	2,040,000	2.04%	1.55%(2)	1.24%(1)
John Eric D’Alessandro, Jr.	2,374,250	1.69%	2,374,250	1.69%	2,374,250	2.37%	2,374,250	2.37%	1.45%	1.45%
Dennis Beckert	320,000	0.23%	320,000	0.23%	320,000	0.32%	320,000	0.32%	0.19%	0.19%
Officers and Directors as a Group (total of 4 persons)	6,259,250	4.45%	5,759,250	4.09%	6,259,250	6.26%	5,759,250	5.76%	3.81%(2)	3.51%(2)
Series A Preferred Stock
Officers and Directors as a Group (total of 4 persons)	0	0.00%	0	0.00%	0	0.00%	0	0.00%	0.00%	0.00%
Series B Preferred Stock
Officers and Directors as a Group (total of 4 persons)	3,000,000	100.00%	3,000,000	100%	3,000,000	100.00%	3,000,000	100.00%	36.53%(3)	36.53%(3)
5%+ Stockholders
Common Stock
John D’Alessandro, Sr.	7,500,000	5.33%	7,500,000	5.33%	7,500,000	7.50%	7,500,000	7.50%	4.57%	4.57%
Salvatore Mario Pandolfo	8,000,000	5.69%	8,000,000	5.69%	8,000,000	8.00%	8,000,000	8.00%	4.87%	4.87%
David Zevetchin	12,652,500	8.99%	10,252,500	7.29%	9,582,500	9.58%	7,582,500	7.58%	5.83%	4.62%
Joseph Zizzadoro	9,200,000	6.54%	7,200,000	5.12%	8,000,000	8.00%	6,000,000	6.00%	4.87%	3.65%
AJB Capital Investments LLC	19,826,923	14.09%	0	0.00%	5,826,923	5.82%	0	0.00%	3.55%	0.00%
Series A Preferred Stock
Pensco Trust Company, fbo Xavier Mimaud IRA	800,000	19.05%	800,000	19.05%	800,000	19.05%	800,000	19.05%	0.49%	0.49%
Mark Del Priore	400,000	9.52%	400,000	9.52%	400,000	9.52%	400,000	9.52%	0.24%	0.24%
James Scatuorchio	400,000	9.52%	400,000	9.52%	400,000	9.52%	400,000	9.52%	0.24%	0.24%
Todd Pletcher Trust	400,000	9.52%	400,000	9.52%	400,000	9.52%	400,000	9.52%	0.24%	0.24%
Joan Schultz	300,000	7.14%	300,000	7.14%	300,000	7.14%	300,000	7.14%	0.18%	0.18%
Series B Preferred Stock
Danny G. Bishop	3,000,000	100.00%	3,000,000	100.00%	3,000,000	100.00%	3,000,000	100.00%	36.53%(3)	36.53%(3)

 

	(1)	Voting power calculations include only the shareholder’s voting power by virtue of his, her, or its ownership of the particular class of capital stock indicated, not by virtue of shareholder’s aggregate ownership in multiple classes of capital stock (if applicable).
	(2)	This percentage does not include Danny G. Bishop’s voting power by virtue of his ownership in the Series B Preferred Stock. Other than Danny G. Bishop, management does not own shares of another class of capital stock in the Company other than Common Stock. Management’s voting power in the Company, when aggregated with Danny G. Bishop’s ownership in the Series B Preferred Stock, equals approximately 40.34% before the Offering and 40.04% after the Offering, both on a non-diluted basis. Danny G. Bishop’s total voting power in the Company, when accounting his ownership across all classes of capital stock in the Company, equals approximately 38.07% prior to the Offering and 37.77% after the Offering, in both cases on a non-diluted basis.
	(3)	This percentage does not include management’s voting power by virtue of their ownership in the Common Stock. Other than Danny G. Bishop, management does not own shares of another class of capital stock in the Company other than Common Stock. Management’s voting power in the Company, when aggregated with Danny G. Bishop’s ownership in the Series B Preferred Stock, equals approximately 40.34% before the Offering and 40.04% after the Offering, both on a non-diluted basis. Danny G. Bishop’s total voting power in the Company, when accounting his ownership across all classes of capital stock in the Company, equals approximately 38.07% prior to the Offering and 37.77% after the Offering, in both cases on a non-diluted basis.

 

 

SELLING SHAREHOLDERS

 

The Shares being offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders, upon exercise of their respective warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except as disclosed in “Certain Relationships and Related Party Transactions” for the applicable Selling Shareholders, the other Selling Shareholders have not had any material relationship with us within the past three years.

 

The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock and warrants, as of February 6, 2025, assuming exercise of the warrants held by the Selling Shareholders on February 6, 2025, without regard to any limitations on exercises.

 

Except as otherwise indicated below, based on information provided to us by each Selling Stockholder, and to the best of our knowledge, the Selling Stockholders are not broker-dealers or affiliates of broker-dealers. Based on information provided to us by each Selling Stockholder indicated below as affiliates of broker-dealers, each of such Selling Shareholders purchased the securities in the ordinary course of business, and at the time of purchase of the securities to be resold, such Selling Shareholders had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

 

The third column lists the shares of Common Stock being offered by the Selling Shareholders which are covered by this prospectus.

 

This prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Shareholders in the described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without regard to any limitations on the exercise of the warrants.

 

The fourth column lists the Warrant Shares being offered by the Selling Shareholders which are covered by this prospectus. The fifth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.

 

Under the terms of the warrants and other warrants held by Selling Shareholders, a Selling Shareholder may not exercise any such warrants to the extent such exercise would cause such Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

 

 

 

Name of Selling Shareholder	Number of Shares of Common Stock Owned Prior to Offering(1)	Maximum Number of Shares of Common Stock to Be Sold Pursuant to this Prospectus	Maximum Number of Shares of Common Stock Underlying Warrants to be Sold Pursuant to this Prospectus	Number of Shares Owned After Offering (2)	Percentage Beneficial Ownership After Offering(3)
AJB Capital Investments LLC	19,826,923	5,326,923(4)	14,000,000(5)	0	0%
Jeffrey Morfit(6)	3,478,000	0	3,478,000(7)	0	0%
Ryan Ebner(6)	4,895,333	0	2,162,000(7)	2,733,333	1.94%
David Zevetchin	12,652,500	2,000,000	0	10,652,500	7.57%
Joseph Zizzadoro	9,200,000	2,000,000	0	7,200,000	5.12%
Ryan Hanavan(6)	1,410,000	0	1,410,000(7)	0	0%
Michael Squitieri(6)	1,410,000	0	1,410,000(7)	0	0%
Nobadeer Ventures LLC	3,289,213	1,739,213	0	1,550,000	1.10%
William McCance(7)	940,000	0	940,000	0	0%
Erwin Vahlsing, Jr.	1,800,000	25,000	200,000	1,575,000	1.12%
Danny G. Bishop	2,540,000	500,000	0	2,040,000	1.45%
Alexandra Vino	200,000	200,000	0	0	0%
Michael Morfit	230,000	180,000	0	50,000	0.04%
Mike Casson	200,000	200,000	0	0	0%
The CFO Squad LLC	450,000	450,000	0	0	0%
Cortiera LLC	50,000	50,000	0	0	0%
Total	62,571,969	13,171,136	23,600,000	25,800,833	18.33%

_____________________

⁽¹⁾ Number indicated is on a fully diluted basis, representing the total number of common stock and common stock underlying the securities convertible into common stock (as if such securities had been converted), owned by such Selling Shareholder prior to this Offering.

⁽²⁾ Number indicated assumes the sale of the maximum amount of the Selling Shareholder’s Shares to be sold pursuant to this prospectus.

⁽³⁾ Number indicated is on a fully diluted basis, rounded to the nearest hundredth digit.

⁽⁴⁾ Includes (i) the Outstanding AJB Shares (3,076,923 shares of Common Stock) previously issued to AJB Capital in the 2022 Bridge Financing, and (ii) 750,000 shares of Common Stock issued pursuant to amended terms of pre-funded warrants issued to AJB Capital in the 2023 Bridge Financing, (iii) 500,000 shares of Common Stock issued to AJB Capital as a commitment fee pursuant to the August 2024 bridge financing round, and (iv) 1,500,000 shares of Common Stock issued to AJB Capital as a commitment fee as consideration for extending the maturity date of the 2023 AJB Note.

⁽⁵⁾ Includes (i) 2,500,000 shares of Common Stock issuable upon exercise of the 2022 Warrants and (ii) 9,000,000 shares of Common Stock issuable upon exercise of the 2023 Warrants, and (iii) 2,500,000 shares of Common Stock issuable upon exercise of the 2024 Warrants.

⁽⁶⁾ This Selling Shareholder has represented to us that it is an affiliate of a broker-dealer.

⁽⁷⁾ We previously issued warrants to Advisory Group Equity Services, Ltd (“AGES”) pursuant to the 2021 Engagement Letter (as defined in Item 15), the Amended 2021 Engagement Letter (as defined in Item 15), and 2022 Engagement Letter (as defined in Item 15) for its financial advisory services to us with respect to certain transactions. In 2023, AGES assigned a certain number of warrants to this Selling Shareholder. This number represents the shares of Common Stock underlying the warrants issued to this Selling Shareholder which such Selling Shareholder is selling in this Offering. AGES was sold to another entity and the securities previously issued to AGES, including the Shares registered pursuant to this prospectus, are now held by William McCance. William McCance has represented to us that he is an affiliate of a broker-dealer.

 

 

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

Below are all of the related party transactions required to be disclosed pursuant to Regulation S-K, Item 404(d) for smaller reporting companies.

 

Fiscal Year Ending on December 31, 2021

 

We had no related party transactions for the fiscal year ending on December 31, 2021.

 

2022 Fiscal Year

 

2022 Bridge Financing; Payments to AJB Capital Pursuant to the 2022 AJB Note

 

AJB Capital is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

 

On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued to AJB Capital: (i) the 2022 AJB Note; (ii) 3,076,923 shares of Common Stock (such shares, “Commitment Shares”) as a commitment fee; and (iii) the 2022 Warrants. The terms of the 2022 Warrants are set forth in Item 15 above. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2022 Warrants was $134,384 and the Commitment Shares was $42,675.

 

The largest aggregate principal amount we owed to AJB Capital in the 2022 Fiscal Year pursuant to the 2022 AJB Note was $300,000. The amount of interest payable on the 2022 AJB Note in the 2022 Fiscal Year was $34,500. We did not repay any amount of the principal pursuant to the 2022 AJB Note in the 2022 Fiscal Year. We paid interest in the amount of $30,750 in the 2022 Fiscal Year.

 

September 2022 Note with David Zevetchin; October 2022 Note with David Zevetchin; November 2022 Note with David Zevetchin

 

David Zevetchin is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security. 

 

We entered into a short-term promissory note with David Zevetchin on September 17, 2022 in the principal amount of $30,000 (the “September 2022 Zevetchin Note”), which bore interest at a rate of 10% per annum. As partial consideration for entering into the September 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.

 

We entered into a short-term promissory note with David Zevetchin in the principal amount of $20,000 on October 3, 2022 (the “October 2022 Zevetchin Note”) and bore interest at a rate of 10% per annum. As partial consideration for entering into the October 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.

 

The September 2022 Zevetchin Note and October 2022 Note were later consolidated into one promissory note dated November 18, 2022 (the “November 2022 Zevetchin Note”). The principal amount on the November 2022 Note is still outstanding as of the date of this prospectus. We did not repay any principal owed on the November 2022 Note in the 2022 Fiscal Year. The total amount of interest payable on the November 2022 Zevetchin Note in the 2022 Fiscal Year was $1,337. We paid interest in the amount of $939.64 pursuant to the November 2022 Zevetchin Note in the 2022 Fiscal Year.

 

In the 2022 Fiscal Year, David Zevetchin the total allocated value of the Common Stock we issued to David Zevetchin as consideration for the promissory notes entered into in the 2022 Fiscal Year was $22,268.

 

 

 

 

Loan from Joseph Zizzadoro

 

Joseph Zizzadoro is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

 

We entered into a short-term promissory note with Joseph Zizzadoro on November 10, 2022 (the “2022 Zizzadoro Note”), for a principal amount of $100,000. The principal amount owed on the 2022 Zizzadoro Note in the 2022 Fiscal Year was $100,000. The total amount of interest payable pursuant to the 2022 Zizzadoro Note was $1,288. We did not repay any principal or interest under the 2022 Zizzadoro Note in the 2022 Fiscal Year.

  

In the 2022 Fiscal Year, we issued Common Stock to Joseph Zizzadoro as consideration for the promissory note with a total allocated value of $39,663.

 

2023 Fiscal Year

 

Extension of the Maturity Date on the 2022 AJB Note

 

On March 1, 2023, AJB Capital agreed to amend the 2022 AJB Note to extend the maturity date to March 13, 2023. As consideration, the Company issued 1,500,000 common stock warrants to AJB Capital, which had an exercise price of $0.01 per share, a term of exercise equal to 5 years after their issuance date; and which were exercisable immediately after their issuance. Such warrants were valued at $225,00, as disclosed in the Company’s financial statements filed with this prospectus.

 

Payments to AJB Capital on the 2022 AJB Note

 

In the 2023 Fiscal Year, the largest aggregate principal amount owed to AJB Capital pursuant to the 2022 AJB Note was $300,000, which amount was fully outstanding at the beginning of the 2023 Fiscal Year. The amount of interest payable for the 2023 Fiscal Year pursuant to the 2022 AJB Note was $10,500.00. We repaid the principal amount and interest payable on the 2022 AJB Note in full by March 30, 2023.

 

2023 Bridge Financing; Payments to AJB Capital on the 2023 AJB Note

 

On May 5, 2023, we consummated the 2023 Bridge Financing, pursuant to which we issued the 2023 AJB Note to AJB Capital in the principal amount of $300,000. The largest aggregate principal amount we owed to AJB Capital in the 2023 Fiscal Year pursuant to the 2023 AJB Note was $300,000. The amount of interest payable on the 2023 AJB Note in the 2023 Fiscal Year was $23,500.00. We paid AJB Capital $21,7500 on the interest owed under the 2023 AJB Note in the 2023 Fiscal Year.

 

We also issued the 2023 Warrants to AJB Capital pursuant to the 2023 Bridge Financing. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2023 Warrants was $219,375.

 

Pursuant to the 2023 Bridge Financing, we also issued the 2023 Warrants to AJB Capital. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder. Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.

 

Mutual Release Agreement with Joseph Zizzadoro for the Zizzadoro Note

 

On February 28, 2023, the Company entered into a mutual release agreement with Joseph Zizzadoro, pursuant to which we issued 2,000,000 shares of Common Stock in exchange for full settlement of the Zizzadoro Note. The fair value of the Common Stock issued was determined using the stock price as of the date of the mutual release agreement, at $0.11 per share, and an aggregate consideration of $220,000.

 

 

 

 

Common Stock issued to Salvatore Mario Pandolfo

 

Salvatore Mario Pandolfo is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

 

On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $240,000.

 

On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $360,000.

 

Loans from David Zevetchin

 

On January 31, 2023, we entered into a short-term promissory note with David Zevetchin (the “January 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the January 2023 Zevetchin Note, we also issued 150,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $18,000.

 

On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share, for an aggregate purchase price of $100,000.

 

On November 1, 2023, we entered into a short-term promissory note with David Zevetchin (the “First November 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the First November 2023 Zevetchin Note, we also issued 750,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $23,684.

 

On November 17, 2023, we entered into a short-term promissory note with David Zevetchin (the “Second November 2023 Zevetchin Note,” and, together with the First November 2023 Zevetchin Note, the November 2023 Zevetchin Notes) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the Second November 2023 Zevetchin Note, we also issued 187,500 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $14,602.

 

The principal amounts owed on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes are still outstanding as of the date of this prospectus. No amount of principal or interest was repaid on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes in the 2023 Fiscal Year.

 

In the 2023 Fiscal Year, the total allocated value of the shares of Common Stock David Zevetchin received as consideration for the promissory notes entered into as of the 2023 Fiscal Year and the extensions of such notes was $249,202.

 

Loans from Joseph Zizzadoro

 

On January 12, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $50,000 (the “January 2023 Zizzadoro Note”). The January 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the January 2023 Zizzadoro Note, we issued 125,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the January 2023 Zizzadoro Note in the 2023 Fiscal Year was $50,000. We did not pay any principal outstanding or interest accrued on the January 2023 Zizzadoro Note in the 2023 Fiscal Year.

 

 

 

 

On March 6, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $150,000 (the “March 2023 Zizzadoro Note”). This promissory note did not bear interest. As partial consideration for entering into the March 2023 Zizzadoro Note, we issued 250,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the March 2023 Zizzadoro Note in the 2023 Fiscal Year was $150,000. We did not pay any principal outstanding or interest accrued on the March 2023 Zizzadoro Note in the 2023 Fiscal Year.

 

On December 20, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $30,000 (the “December 2023 Zizzadoro Note”). The December 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the December 2023 Zizzadoro Note, we issued 225,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the December 2023 Zizzadoro Note in the 2023 Fiscal Year was $30,000. We did not pay any principal outstanding or interest accrued on the December 2023 Zizzadoro Note in the 2023 Fiscal Year.

 

In the 2023 Fiscal Year, Joseph Zizzadoro received shares of Common Stock as consideration for the promissory notes and the extension of their maturity dates, with a total allocated value of $432,983.

 

2024 Fiscal Year

 

Financing with AJB Capital

 

On August 6, 2024, we consummated a financing round with AJB Capital pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note in the amount of $90,000 to AJB Capital. The maturity date of this promissory note is February 6, 2025 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $81,000 for this promissory note. As a commitment fee for the promissory note, we also issued 500,000 shares of Common Stock to AJB Capital at a price of $0.09 per share, for a total value of $45,000.

 

On November 1, 2024, we consummated a financing round with AJB Capital pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note in the amount of $45,500 to AJB Capital. The maturity date of this promissory note is December 31, 2024 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $35,000 for this promissory note, net of an original issue discount of $4,500 and $5,000 in legal fees.

 

Loans from David Zevetchin

 

Cancellation and Consolidation Agreement

 

On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with David Zevetchin (“Zevetchin Cancellation and Consolidation Agreement”), pursuant to which we cancelled the November 2022 Zevetchin Note, the January 2023 Zevetchin Note, and November 2023 Zevetchin Notes and consolidated such notes into one note (such consolidated note, the “Consolidated 2024 Zevetchin Note”). The Consolidated 2024 Zevetchin Note had a 6-month term and was issued in the principal amount of $217,625.30. As consideration for the consolidation of the outstanding principals on the notes abovementioned in this paragraph, the Company issued 470,000 shares of Common Stock to David Zevetchin at $0.07 per share. The Company also issued warrants to David Zevetchin purchase 2,000,000 shares of Common Stock at a price of $0.10 per share as consideration for consolidation of the outstanding principals on these notes. The Cancellation and Consolidation Agreement provides for a payment schedule for the principal amount of $217,625.30, pursuant to which (i) the first $67,525.30, with interest on the $60,000 of principal, bringing the total to $73,848.59 would be repaid on February 29, 2024, past which date we would issue warrants to David Zevetchin to purchase 220,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock; and (ii) the remaining $150,000, with interest bringing the total to $165,630.14, was due on August 1, 2024, past which date we would issue warrants to David Zevetchin to purchase 450,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock. After February 29, 2024, we issued warrants to David Zevetchin to purchase 220,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock and warrants to purchase 450,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock.

 

 

 

 

On May 9, 2024, we entered into the First Amendment to the Cancellation and Consolidation Agreement with David Zevetchin, pursuant to which the payment schedule of the Zevetchin Cancellation and Consolidation Agreement was amended as follows: (i) if the Company does not repay the first amount due of $73,848.59 by February 29, 2024, the principal of $60,000 underlying this amount due would accrue interest rate of 10% per annum until the date of payment; and (ii) the Company would issue warrants to purchase 220,000 shares of Common Stock with the same terms, such warrants to serve as penalty warrants covering the period from February 29, 2024 to March 30, 2024. After March 2024, if the Company has not paid $73,848.59 in full, the Company would issue 100,000 shares of Common Stock for every 30 days such payment remains outstanding; and (ii) if the Company does not repay the second amount due of $165,630.14 by August 1, 2024, the Company would issue warrants to David Zevetchin with the same terms, such warrants to serve as penalty warrants for the default period of August 1, 2024 to August 31, 2024. If by August 31, 2024, the Company has not repaid $165,630.14 in full, the Company will issue 100,000 shares of Common Stock to David Zevetchin for every 30 days such payment remains outstanding. As of the date of this prospectus we have issued 2,670,000 shares of Common Stock to David Zevetchin in connection with the First Amendment to the Cancellation and Consolidation Agreement.

 

April 2024 Zevetchin Note

 

On April 2, 2024, we entered into a promissory note with David Zevetchin (“April 2024 Zevetchin Note”) in the principal amount of $45,000, bearing an interest rate of 10% per annum. The original maturity date of the April 2024 Zevetchin Note was May 1, 2024. We issued David Zevetchin 200,000 shares of Common Stock as consideration for entering into the April 2024 Zevetchin Note. Pursuant to the terms of the April 2024 Zevetchin Note, if we did not repay it in full by May 1, 2024, we would issue 300,000 shares of Common Stock to David Zevetchin as a penalty. On May 1, 2024, the parties extended the maturity date of the April 2024 Zevetchin Note to June 30, 2024. As consideration for extending such maturity date, we agreed to issue 150,000 shares of Common Stock to David Zevetchin for every 30 days payment on the April 2024 Zevetchin Note remained outstanding. On June 30, 2024, the parties again extended the maturity date of the April 2024 Zevetchin Note to September 28, 2024, and the Company issued 200,000 shares of Common Stock as consideration for such maturity date extension. The principal amount of the April 2024 Zevetchin Note was increased to $59,483.40, payable upon on the maturity date. As consideration for extending the June 30, 2024 maturity date, we agreed to issue 200,000 shares of Common Stock to David Zevetchin for every 30 days payment on the April 2024 Zevetchin Note remained outstanding. On September 30, 2024, we extended the maturity date on April 2024 Zevetchin Note from September 28, 2024 to November 30, 2024 pursuant to the Extension to Thirty (30) Day Promissory Note (the “April 2024 Zevetchin Note Extension Agreement”). As consideration for extension of such maturity date, we agreed to issue 200,000 shares of Common Stock for every thirty (30) days that the April 2024 Zevetchin Note remains outstanding. To date, the total value of the shares issued to David Zevetchin in connection with the April 2024 Zevetchin Note is $84,000. The April 2024 Zevetchin Note Extension Agreement is filed herein as Exhibit 10.13.

  

November 2024 Zevetchin Note

 

On November 19, 2024, we entered into a Six Month Promissory Note with David Zevetchin (“November 2024 Zevetchin Note”) in the principal amount of $30,000, bearing an interest rate of 10% per annum. The maturity date of the November 2024 Zevetchin Note is May 19, 2025. We issued David Zevetchin 500,000 shares of Common Stock as consideration for entering into the November 2024 Zevetchin Note. To date, the total value of the shares issued to David Zevetchin in connection with the November 2024 Zevetchin Note is $35,000. The November 2024 Zevetchin Note is filed herein as Exhibit 10.14.

 

Loans from Joseph Zizzadoro

 

On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with Joseph Zizzadoro, pursuant to which $150,000 of the aggregate principal amount outstanding on the January 2023 Zizzadoro Note, the March 2023 Zizzadoro Note, and the December 2023 Zizzadoro Note ($230,000) was extinguished in exchange for our issuance of 1,500,000 shares of Common Stock to Joseph Zizzadoro. As consideration for the Cancellation and Consolidation Agreement with Joseph Zizzadoro, the Company issued 350,000 shares of common stock at the fair value price of $0.07 to Joseph Zizzadoro and a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. For the remaining $80,000 of principal owed to Joseph Zizzadoro, we issued a promissory note to Joseph Zizzadoro (the “November 2024 Zizzadoro Note”). The November 2024 Zizzadoro Note was due on November 1, 2024 and bears interest at a rate of 10% per annum. The Company did not repay the November 2024 Zizzadoro Note by November 1, 2024 and as a penalty payment, issued a warrant to purchase 200,000 shares of Common Stock to Joseph Zizzadoro.

 

AJB Note Amendment

 

On June 7, 2024, we entered into the 2023 AJB Note Amendment, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provided that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share, for a total consideration of $195,000.

 

On November 21, 2024, we entered into the Second Amendment to the 2023 AJB Note, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to December 20, 2024. The Second Amendment to the 2023 AJB Note also provided that as consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital exercisable for up to 1,500,000 shares of Common Stock. The exercise price of the Common Stock underlying these pre-funded warrants is $0.001 per share, for a total consideration of $1,500. The Second Amendment to the 2023 AJB Note is filed herein as Exhibit 10.15.

 

On December 31, 2024, we entered into the Third Amendment to the 2023 AJB Note, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to January 21, 2025. As consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital to purchase 1,000,000 shares of Common Stock, each with an exercise price of $0.00001 per share, for a total consideration of $10. The Third Amendment to the 2023 AJB Note is filed herein as Exhibit 10.16.

 

 

 

DESCRIPTION OF SECURITIES

 

The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.

 

General

 

We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 525,000,000 shares of capital stock, consisting of 500,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share, of which 9,000,000 shares are designated “Series A Preferred Stock” and 5,000,000 shares are designated “Series B Preferred Stock.” As of February 6, 2025 we have (i) 100,040,043 shares of Common Stock, (ii) 4,200,000 shares of Series A Preferred Stock, and (iii) 3,000,000 shares of Series B Preferred Stock issued and outstanding.

 

Common Stock

 

The holders of our Common Stock are entitled to the following rights:

 

Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of our Common Stock are not entitled to cumulative voting rights with respect to the election of directors.

 

Dividend Rights. Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of our Common Stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

 

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.

 

Other Matters. The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

 

Series A Preferred Stock

 

The holders of our Series A Preferred Stock are entitled to the following rights:

 

Voting Rights.

 

Each share of Series A Preferred Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders on an as-converted basis. Holders of the Series A Preferred Stock will vote together with the holders of Common Stock. Holders of our Series A Preferred Stock are not entitled to cumulative voting rights with respect to the election of directors.

 

Conversion.

 

Each share of Series A Preferred Stock will automatically convert to Common Stock upon any securities offering of the Company which raises $2 million or more in proceeds.

 

 

 

 

Reorganizations and Related Transactions

 

If there is a reorganization, share exchange, sale conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than 50% of our voting power, each holder of Series A Preferred Stock has the option of converting such holder’s shares into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the reorganizations, share exchange, sale, conveyance or reclassification.

 

If there is a merger or consolidation which results in a shift in more than 50% of our voting power, each share of Series A Preferred Stock, after such merger or consolidation, will be convertible at the option of the holder of the Series A Preferred Stock into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the merger or consolidation which results in a shift in more than 50% of our voting power, in addition to all accrued and unpaid dividends on the shares of Series A Preferred Stock through the conversion.

 

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, before any distribution or payment shall be made to the holders of any Junior Stock (as defined below), the holders of Series A Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders, after (i) payment of or provision for the Company’s debts and liabilities and (ii) payment to the holders of Series B Preferred Stock of (A) $0.001 per share (the “Preference Value”) plus (B) all declared but unpaid dividends for each share of Series B Preferred Stock: the highest of (i) the bid price quoted on the day of liquidation, dissolution, or winding up, (ii) the price paid for such shares of Series A Preferred Stock, and (iii) the price per share established in any merger agreement. If upon any such liquidation, dissolution, or winding up of our business the remaining assets of the Company available for distribution to its stockholders, after payment in full of the Preference Value and declared but unpaid dividends to the holders of Series B Preferred Stock, shall be insufficient to pay the holders of shares of Series A Preferred Stock, then the holders of Series A Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect to the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

 

“Junior Stock” means the Common Stock and such other classes or series of stock designated from time to time as having liquidation rights junior to the holders of Series A Preferred Stock.

 

Series B Preferred Stock

 

The holders of our Series B Preferred Stock are entitled to the following rights:

 

Voting Rights. Each share of Series B Preferred Stock entitles its holder to 20 votes per share for any election or vote placed before our shareholders.

 

Dividend Rights. Subject to the requirements of the NRS, holders of our Series B Preferred Stock are entitled to receive dividends or other distributions, if any, as may be declared by our Board.

 

No Conversion Rights. The Series B Preferred Stock, unlike the Series A Preferred Stock, are not convertible into Common Stock.

 

 

 

 

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of Series B Preferred Stock are entitled, before any distribution or payment is made upon any holder of Junior Stock (as defined directly below this paragraph), to be paid out of the assets of the Company legally available for distribution to its shareholders, after payment of or provision for the Company’s debts and liabilities, the Preference Value plus all declared but unpaid dividends, for each share of Series B Preferred Stock. After payment of the Preference Value plus all declared but unpaid dividends to the holders of Series B Preferred Stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Stock. If upon liquidation the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay the holder of shares of Series B Preferred Stock, then the holders of the Series B Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect to the shares of Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

 

“Junior Stock” means the Series A Preferred Stock, Common Stock, and such other classes or series of stock designated from time to time as having liquidation rights junior to those of the holders of Series B Preferred Stock.

 

2022 Bridge Financing

 

On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2022 AJB Note”) in addition to the 2022 Warrants to AJB Capital in a private placement. The Securities Purchase Agreement which we entered into pursuant to the 2022 Bridge Financing, provided for, amongst other things and in addition to the Company’s offering of the 2022 AJB Note and 2022 Warrants to AJB Capital, that the Company issue to AJB Capital 3,076,923 shares of Common Stock as a commitment fee. Prior to the 2022 Bridge Financing Amendment (as defined below), the 2022 Warrants were initially exercisable for five years from issuance, at an exercise price of $0.20 per share, and were exercisable for, in the aggregate, 1,000,000 shares of Common Stock. AJB Capital, as the holder of the 2022 AJB Note and the 2022 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants.

 

We amended the terms of the 2022 Bridge Financing on March 1, 2023 (such amendment, the “2022 Bridge Financing Amendment”). Pursuant to the 2022 Bridge Financing Amendment, we entered into that certain Amendment to Promissory Note with AJB, dated March 1, 2023 (the “2022 AJB Note Amendment”), which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.

 

Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000. We repaid the 2022 AJB Note in full on March 30, 2023.

 

2023 Bridge Financing

 

On May 5, 2023, we consummated our 2023 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2023 AJB Note”) in addition to the 2023 Warrants in a private placement. The 2023 AJB Note was only convertible, at the option of AJB Capital, in part or in full, upon an event of default, as defined therein. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder.

 

AJB Capital, as the holder of the 2023 AJB Note and the 2023 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants. The 2023 AJB Note has a six-month term, subject to extension at our option. On June 7, 2024, we entered into the First Amendment to the 2023 AJB Note with AJB Capital (the “2023 AJB Note Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provides that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share. On November 21, 2024 we entered into the Second Amendment to the 2023 AJB Note with AJB Capital (the “2023 AJB Note Second Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to December 20, 2024. As consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital with an exercise price of $0.001 per share, for a total consideration of $1,500. These pre-funded warrants are exercisable any time after the date of issuance until November 21, 2029. These pre-funded warrants may also be exercised in full or in part by means of a cashless exercise, pursuant to the terms thereto. On December 31, 2024, we entered into the Third Amendment to the 2023 AJB Note with AJB Capital (the “2023 AJB Note Third Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to January 21, 2025. As consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital to purchase 1,000,000 shares of Common Stock, each with an exercise price of $0.00001 per share, for a total consideration of $10. These pre-funded warrants are exercisable any time after the date of issuance until December 31, 2029. These pre-funded warrants may also be exercised in full or in part by means of a cashless exercise, pursuant to the terms thereto.

 

 

 

 

Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.

 

As of February 6, 2025, the amount outstanding on the 2023 AJB Note was $300,000.

 

August 2024 AJB Financing

 

On August 6, 2024, we consummated the August 2024 AJB Financing pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note to AJB Capital (the “August 2024 AJB Note”) in the amount of $90,000. The maturity date of the August 2024 AJB Note is February 6, 2025 and it accrues interest at a rate of 12% per annum, which is due and payable on the maturity date. AJB Capital paid $72,000 for this promissory note, net of an original issue discount of $9,000, and $9,000 in combined legal fees.

 

The August 2024 AJB Note is convertible into shares of Common Stock only upon an event of default, with such conversion right ending upon the payment of the amount of default owed on the August 2024 AJB Note. Events of default include failure to pay principal or interest; failure to issue Common Stock to AJB Capital upon a conversion event; breach by the Company of covenants and representations and warrants; the Company or its subsidiaries’ making an assignment for the benefit of creditors or commence proceedings for its dissolution, or application for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or the appointment of a receiver or trustee for the Company; judgments entered into or filed by the Company in the amount of $50,000 or more; bankruptcy; delisting of the Common Stock from the OTC markets; cessation of trading of the Common Stock on the OTC markets; the Company’s failure to comply with the Exchange Act; the Company’s liquidation or cessation of operations; the Company’s failure to maintain any asset necessary to conduct its business; certain restatements of the Company’s financial statements with the SEC; effectuated reverse splits without 20 business days’ notice to AJB Capital; the Company’s failure to provide Irrevocable Transfer Agent Instructions in the form originally delivered to the Securities Purchase Agreement relating to the August 2024 AJB Financing; the Company’s receipt of certain OTC market designations (i.e. ‘No Information,’ ‘Caveat Emptor,’ etc.); the Company’s failure to meet the bid price for the applicable OTC market tier and such breach continues for five (5) days after written notice to AJB Capital; the Company attempts to transmit non-public material information to any of its insiders; the Company’s failure to obtain a Rule 144 legal opinion six (6) months after the issue date of the August 2024 AJB Note; and the delisting or trading of the Common Stock on any U.S. trading market.

 

The August 2024 AJB Note is filed as Exhibit 4.3 herein.

 

On November 1, 2024, we consummated a financing round with AJB Capital, (the “November 2024 AJB Financing”) pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note (“November 2024 AJB Note”) in the amount of $45,500 to AJB Capital. The maturity date of the November 2024 AJB Note is December 31, 2024 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $35,000 for this promissory note, net of an original issue discount of $4,500 and $5,000 in legal fees.

 

The November 2024 AJB Note is convertible into shares of Common Stock only upon an event of default, with such conversion right ending upon the payment of the amount of default owed on the November 2024 AJB Note. Events of default include failure to pay principal or interest; failure to issue Common Stock to AJB Capital upon a conversion event; breach by the Company of covenants and representations and warrants; the Company or its subsidiaries’ making an assignment for the benefit of creditors or commence proceedings for its dissolution, or application for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or the appointment of a receiver or trustee for the Company; judgments entered into or filed by the Company in the amount of $50,000 or more; bankruptcy; delisting of the Common Stock from the OTC markets; cessation of trading of the Common Stock on the OTC markets; the Company’s failure to comply with the Exchange Act; the Company’s liquidation or cessation of operations; the Company’s failure to maintain any asset necessary to conduct its business; certain restatements of the Company’s financial statements with the SEC; effectuated reverse splits without 20 business days’ notice to AJB Capital; the Company’s failure to provide Irrevocable Transfer Agent Instructions in the form originally delivered to the Securities Purchase Agreement relating to the November 2024 AJB Financing; the Company’s receipt of certain OTC market designations (i.e. ‘No Information,’ ‘Caveat Emptor,’ etc.); the Company’s failure to meet the bid price for the applicable OTC market tier and such breach continues for five (5) days after written notice to AJB Capital; the Company attempts to transmit non-public material information to any of its insiders; the Company’s failure to obtain a Rule 144 legal opinion six (6) months after the issue date of the November 2024 AJB Note; and the delisting or trading of the Common Stock on any U.S. trading market.

 

The November 2024 AJB Note is filed as Exhibit 4.4.

 

Additional Warrants Issuances

 

Warrants issued to AGES

 

We previously entered into that certain TCM Proposed Offering Engagement Letter dated December 23, 2021 with AGES (the “2021 Engagement Letter”) to act as our non-exclusive financial advisor with respect to certain business transactions and capital raises (each, a “Proposed Offering”). Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.

 

The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering (the “Fee Warrants”). Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.

 

We entered into that certain TCM Proposed Offering Engagement Letter dated May 4, 2022 with AGES (the “2022 Engagement Letter”), which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.

 

 

 

 

We entered into that certain TCM Proposed Offering Engagement Letter dated September 20, 2022 with AGES (the “Amended 2021 Engagement Letter”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.

 

We entered into that certain Engagement Letter Amendment dated February 22, 2023 with AGES (the “Second Amended 2021 Engagement Letter,” and, together with the 2021 Engagement Letter, the Amended 2021 Engagement Letter, and the 2022 Engagement Letter, the “Engagement Letters”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share. The aggregate number of shares of Common Stock underlying the warrants to be issued pursuant to the Engagement Letters (excluding the Fee Warrants) and which are being registered pursuant to this registration statement (the “AGES Warrants”) is 9,400,000.

 

In 2023, AGES assigned a certain number of warrants issued pursuant to the Engagement Letters to those Selling Shareholders identified in the “Selling Shareholders” section.

 

Warrants issued to Erwin Vahlsing, Jr.

 

The Additional Warrants consist also of warrants issued to Erwin Vahlsing, Jr., in connection with his separation agreement with us. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 250,000.

 

On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr. for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.

 

Anti-Takeover Effects of Nevada Law and the Articles of Incorporation and Bylaws

 

Certain provisions of our Articles of Incorporation and Bylaws, and certain provisions of the Nevada Revised Statutes (the “NRS”) could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.

 

Authorized but Unissued Shares

 

Our authorized but unissued shares of Common Stock and preferred stock are available for future issuance. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

 

Our authorized capital includes “blank check” preferred stock. Our Board has the authority to issue preferred stock in one or more classes or series and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by shareholders. The rights of the holders of Common Stock will be subject to and may be adversely affected by the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.

 

Action by Written Consent

 

Our Bylaws provide that any action required or permitted to be taken at a meeting of our shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by shareholders of all outstanding shares entitled to vote on the applicable matter.

 

 

 

 

Special Meetings

 

Our Bylaws provide that a special meeting of shareholders may only be called by the Board, the Chairman of the Board, or President, and shall be called by the Board upon written request of the holders of a majority of our outstanding shares entitled to vote at the meeting requested to be called. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the special meeting.

 

Board Vacancies

 

Our Bylaws provide that a vacancy on our Board, other than one created by the removal of Directors by shareholders, may be filled by a majority vote of the Directors then in office, even if less than a quorum exists. Vacancies created by the removal of Directors by shareholders shall be filled by the shareholders. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of such Director’s predecessor.

 

Removal of Directors

 

Our Bylaws provide that any Director may be removed either with or without cause by vote of the shareholders, and for cause by action of the Board.

 

Right to Alter, Amend or Repeal Bylaws

 

Our Bylaws provide that they may be adopted, amended or repealed by vote of the shareholders then entitled to vote in the election of Directors. The Bylaws may also be adopted, amended or repealed by the Board, but any Bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon.

 

Indemnification of Officers and Directors

 

According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.

 

Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

Nevada Anti-Takeover Statutes

 

The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested shareholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested shareholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada that has two hundred or more shareholders, at least one hundred of who are shareholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.

 

 

 

 

 

Transfer Agent and Registrar

 

Our transfer agent and registrar is Direct Transfer LLC, located at One Glenwood Avenue, Suite 1001, Raleigh, NC 27603. Direct Transfer LLC’s telephone number is (919) 744-2722.

 

OTCQB

 

Our Common Stock is listed on the OTCQB under the symbol “GOGR.”

 

Penny Stock Regulation

 

The SEC has adopted regulations that generally define “penny stock” to be any equity security that has a market price of less than five dollars ($5.00) per share or an exercise price of less than five dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common Stock in the secondary market.

 

Dividend Policy

 

To date, we have never declared a dividend on our capital stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

 

 

 

 

EXPERTS

 

RBSM LLP, an independent registered public accounting firm, audited our financial statements for the years ended December 31, 2023 and December 31, 2022. Its auditor’s report dated May 30, 2024 includes an explanatory paragraph as to the Company’s ability to continue as a going concern. We have included our financial statements with its reports in this prospectus and elsewhere in the registration statement in reliance on the reports of, given its authority as experts in accounting and auditing.

 

 

LEGAL MATTERS

 

Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York. As of February 6, 2025, Sichenzia Ross Ference Carmel LLP owns 948,182 shares of our Common Stock.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the securities that we are offering under this prospectus. It is important for you to read and consider all of the information contained in the registration statement and you should refer to our registration statement and its exhibits for further information.

 

Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov, the contents of which are not a part of this prospectus.

 

 

 

 

 

 

Item 3. Index to Financial Statements

 

	Page No.
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	F-2
Condensed Statements of Operations for the nine months ended September 30, 2024 and 2023 (Unaudited)	F-3
Condensed Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2024 and September 30, 2023 (Unaudited)	F-4
Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023 (Unaudited)	F-5
Notes to the Unaudited Condensed Financial Statements	F-6
Report of Independent Registered Public Accounting Firm	F-23
Balance Sheets as of December 31, 2023 and 2022	F-24
Statements of Operations for the years ended December 31, 2023 and 2022	F-25
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022	F-26
Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-27
Notes to the Financial Statements	F-28

 

 

 

 

 

 

 

 

 

 

 

 

Go Green Global Technologies Corp.

Condensed Balance Sheets

 

		September 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash		$	3,445			$	33,453
Accounts receivable			6,674				–
Prepaid expenses and other current assets			3,500				–
Total current assets			13,619				33,453
Fixed assets, net			3,903				5,921
Deposits			6,000				6,000
Operating lease right-of-use asset			78,937				–
Total other assets			88,840				11,921
Total assets		$	102,459			$	45,374
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	822,038			$	601,631
Accrued interest			77,741				37,804
Accrued expenses			163,640				163,640
Notes payable (net of debt discount of $24,525 and $15,608, respectively)			927,483				982,626
Common stock to be issued			125,160				41,197
Loans from officer			10,309				10,309
Current portion of operating lease liability			11,859				–
Total current liabilities			2,138,230				1,837,207
Operating lease liability, net of current portion			67,369				–
Total long-term liabilities			67,369				–
Total liabilities			2,205,599				1,837,207
Commitments and contingencies (see Note 11)			–				–
Stockholders’ deficit
Preferred shares, $0.001 par value, 25,000,000 shares authorized, 11,000,000 shares undesignated as of September 30, 2024, and December 31, 2023, respectively			–				–
Series A Convertible Preferred Stock, $0.001 par value, 9,000,000 shares designated; 4,200,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively			4,200				4,200
Series B Preferred Stock, $0.001 par value, 5,000,000 shares designated; 3,000,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively			3,000				3,000
Common stock, $0.001 par value, 500,000,000 and 125,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; and 97,380,590 and 89,101,468 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively			97,381				89,102
Additional paid-in capital			8,390,869				7,289,183
Accumulated deficit			(10,598,590	)			(9,177,318	)
Total stockholders' deficit			(2,103,140	)			(1,791,833	)
Total liabilities and stockholders' deficit		$	102,459			$	45,374

 

See accompanying notes to the condensed unaudited financial statements

 

 

 

 

Go Green Global Technologies Corp.

Condensed Statements of Operations

 

		For the nine months ended September 30,
		2024				2023
Product Revenue		$	16,674			$	–
Costs of goods sold			(16,674	)			–
Gross Profit			–				–
Operating expenses:
General and administrative			619,985				385,354
Research and development			–				625,000
Depreciation			2,018				2,016
Total operating expenses			622,003				1,012,370
Loss from operations			(622,003	)			(1,012,370	)
Other (expense) income:
Interest expense			(839,890	)			(1,427,495	)
Gain (loss) on debt settlements			40,621				(120,000	)
Total other expense			(799,269	)			(1,547,495	)
Provision for income taxes			–				–
Net loss		$	(1,421,272	)		$	(2,559,865	)
Per share data
Net loss per share - basic and diluted		$	(0.02	)		$	(0.03	)
Weighted average shares outstanding - basic and diluted			94,145,436				77,521,969

 

See accompanying notes to the condensed unaudited financial statements

 

 

 

 

Go Green Global Technologies Corp.

Condensed Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2024 and 2023

Unaudited

 

		Series A Convertible Preferred Stock						Series B Preferred Stock						Common Stock						Additional Paid-In				Accumulated				Total Stockholders'
		Shares		Amount				Shares		Amount				Shares		Amount				Capital				Deficit				Deficit
Balance, December 31, 2023		4,200,000		$	4,200			3,000,000		$	3,000			89,101,468		$	89,102			$	7,289,183			$	(9,177,318	)		$	(1,791,833	)
Common stock sold		–			–			–			–			1,000,000			1,000				149,000				–				150,000
Common stock issued in connection with debt financing		–			–			–			–			1,795,000			1,795				158,630				–				160,425
Common stock issued to employees for compensation		–			–			–			–			220,000			220				24,265				–				24,485
Common stock issued to vendors for services		–			–			–			–			1,044,122			1,044				114,124				–				115,168
Common stock shares issued as extinguishment of notes payable		–			–			–			–			1,770,000			1,770				126,180				–				127,950
Common stock issued in connection with AJB 2023 note amendment		–			–			–			–			1,500,000			1,500				189,750				–				191,250
Common stock issued in connection with debt forgiveness		–			–			–			–			450,000			450				45,675				–				46,125
Common stock issued in connection with issuance of AJB 2024 note		–			–			–			–			500,000			500				25,481				–				25,981
Common stock warrants issued for services		–			–			–			–			–			–				223				–				223
Common stock warrants issued in connection with debt financing		–			–			–			–			–			–				268,358				–				268,358
Net loss		–			–			–			–			–			–				–				(1,421,272	)			(1,421,272	)
Balance, September 30, 2024		4,200,000		$	4,200			3,000,000		$	3,000			97,380,590		$	97,381			$	8,390,869			$	(10,598,590	)		$	(2,103,140	)

 

		Series A Convertible Preferred Stock						Series B Preferred Stock						Common Stock						Additional Paid-In				Accumulated				Total Stockholders'
		Shares		Amount				Shares		Amount				Shares		Amount				Capital				Deficit				Deficit
Balance, December 31, 2022		5,176,000		$	5,176			3,000,000		$	3,000			72,644,160		$	72,644			$	4,543,230			$	(5,723,135	)		$	(1,099,085	)
Common stock sold		–			–			–			–			2,000,000			2,000				98,000				–				100,000
Common stock issued in connection with debt financing		–			–			–			–			8,010,000			8,010				946,593				–				954,603
Common stock issued for acquisition of technology		–			–			–			–			5,000,000			5,000				463,850				–				468,850
Common stock issued to employees for compensation		–			–			–			–			50,000			50				6,200				–				6,250
Common stock issued to vendors for services		–			–			–			–			380,430			380				44,919				–				45,299
Common stock issued in connection with extinguishment of notes payable		–			–			–			–			2,000,000			2,000				218,000				–				220,000
Conversion of Convertible Preferred stock into common stock		(976,000	)		(976	)		–			–			976,000			976				–				–				–
Cancellation of shares returned by shareholders		–			–			–			–			(5,000,000	)		(5,000	)			5,000				–				–
Issuance of warrants in connection with AJB Note		–			–			–			–			–			–				225,000				–				225,000
Warrants issued in connection with AJB loan amendment		–			–			–			–			–			–				219,375				–				219,375
Common stock warrants issued for services		–			–			–			–			–			–				47,263				–				47,263
Net loss		–			–			–			–			–			–				–				(2,559,865	)			(2,559,865	)
Balance, September 30, 2023		4,200,000		$	4,200			3,000,000		$	3,000			86,060,590		$	86,060			$	6,817,430			$	(8,283,000	)		$	(1,372,310	)

 

See accompanying notes to the condensed unaudited financial statements

 

 

 

Go Green Global Technologies Corp.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the nine months ended
		September 30, 2024				September 30, 2023
Cash flows from operating activities:
Net loss		$	(1,421,272	)		$	(2,559,865	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			2,018				1,974
Common stock issued for and to be issued for services			76,668				45,299
Common stock issued for compensation			24,485				6,250
Common stock warrants issued for services			–				47,263
Common stock issued for acquisition of technology			–				468,850
Financings issued in exchange for professional services			9,223				–
Non-cash interest expenses			768,131				1,302,984
(Gain) loss on extinguishment of debt			(40,621	)			120,000
Changes in operating asset and liability account balances:
Accounts receivable			(6,674	)			6,635
Prepaid expenses and other current assets			(3,500	)			3,599
Right of use asset			1,934				–
Due to related party			–				7,938
Accrued interest			39,936				21,708
Accounts payable and accrued expenses			255,407				–
Lease liability			(1,643	)			–
Total adjustments			1,125,364				2,032,500
Net cash used in operating activities			(295,908	)			(527,365	)
Cash flows from financing activities:
Proceeds from sale of common stock			150,000				100,000
Proceeds from notes payable			174,000				726,525
Payment of notes payable			(58,100	)			(300,000	)
Net cash provided by financing activities			265,900				526,525
Net decrease in cash			(30,008	)			(840	)
Cash at beginning of period			33,453				1,072
Cash at end of period		$	3,445			$	232
Supplemental Schedule of Cash Flow Information:
Cash paid for interest			25,775				26,050
Cash paid for income taxes			–				–
Supplemental Schedules of Noncash Investing and Financing Activities:
Establishment of ROU asset and lease liability		$	80,871			$	–
Issuance of common stock in connection with settlement of debt		$	105,000			$	220,000
Issuance of common stock in connection with promissory notes		$	160,425			$	954,603
Issuance of warrants in connection with the promissory notes		$	268,358			$	444,375
Common stock to be issued in prior year, issued during the year		$	38,500			$	30,500

 

See accompanying notes to the condensed unaudited financial statements

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Unaudited Financial Statements

For the Nine Months Ended September 30, 2024 and September 30, 2023

 

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.

 

Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.

 

Going Concern Basis of Accounting

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $10,598,590 as of September 30, 2024, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.

 

Uncertainty Due to Geopolitical Events

 

The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the nine months ended September 30, 2024, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.

 

 

 

F-6

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Interim Financial Statements

 

The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Segment Information

 

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.

 

Leases

 

The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.

 

Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.

 

 

 

F-7

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue

 

The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024.

 

The Company recognizes revenue after applying the following five steps:

 

1)      Identification of the contract, or contracts, with a customer,

2)      Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract

3)      Determination of the transaction price, including the constraint on variable consideration

4)      Allocation of the transaction price to the performance obligations in the contract; and

5)      Recognition of revenue when, or as, performance obligations are satisfied.

 

Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.

 

Advertising Costs

 

Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the nine-month periods ended September 30, 2024 and 2023.

 

Research and Development

 

The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $0 and $625,000 in external research and development costs during the nine months ended September 30, 2024 and 2023, respectively.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.

 

Warrants

 

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price.

 

 

 

F-8

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net loss per Common Share

 

Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of 31,558,113 and 28,618,113 shares were excluded from the computation of diluted earnings per share for the periods ended September 30, 2024, and December 31, 2023, respectively, because their effects would have been anti-dilutive.

Schedule of anti-dilutive securities
		September 30, 2024				December 31, 2023
Warrants			27,358,113				24,418,113
Series A Convertible preferred stock			4,200,000				4,200,000
Total			31,558,113				28,618,113

 

Related Party Transactions

 

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.

 

The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.

 

Recently Adopted Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.

 

 

 

F-9

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Accounting Pronouncements Issued but not yet Adopted

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements.

 

Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

 

NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

 

 

 

F-10

 

 

NOTE 4 – LEASES

 

On July 22, 2024, we entered into an operating lease agreement for the principal offices are located at 22 Kenosia Avenue, Danbury, Connecticut, 06810. We pay $1,750 per month in rent for the office space and the rental lease expires July 31, 2029. Rent will be increased by 4% annually.

 

The right-of-use asset and lease liability for the operating lease consisted of the following: 

Schedule of right-of-use asset and lease liability for operating lease
		September 30, 2024				December 31, 2023
Operating right-of-use asset		$	78,937			$	–
Lease liability (current and long-term)		$	(79,228	)		$	–

 

As of September 30, 2024, the weighted average remaining lease term was 4.83 years. The weighted average discount rate for the operating lease is 13.85% for the period ended September 30, 2024.

 

The components of lease expense included on the Company’s statements of operation were as follows: 

Schedule of components of lease expense
Operating Lease Expense:		Expense Classification:		For the nine months ended September 30, 2024
Amortization of ROU asset		General and Administrative		$	1,934
Accretion of operating lease liability		General and Administrative			1,857
Total operating lease expense				$	3,791

 

The future minimum lease payments required under leases for the nine months ended September 30, 2024 were as follows: 

Schedule of future minimum lease payments
Year ended December 31,		Operating Lease Obligations
2024 (remainder of year)		$	5,250
2025			21,350
2026			22,204
2027			23,092
2028			24,016
Thereafter			14,331
Total undiscounted operating lease payments			110,243
Less: Imputed interest			(31,015	)
Present value of operating lease liability		$	79,228

 

 

 

F-11

 

 

NOTE 5 – NOTES PAYABLE

 

AJB 2022, 2023 and 2024 Notes

 

On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.

 

The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the variable price as defined per note agreement. As of date, there were no events default and therefore the note classified as debt. The note is secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.

 

During the year ended December 31, 2023, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $34,500, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.

 

The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022, using the Black Scholes Model with assumptions disclosed within Note 9.

 

The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as notes payable in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.

  

 

 

F-12

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 common stock warrants that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed within Note 9. The related debt issuance costs of $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense of the accompanying statement of operations for the year ended December 31, 2023.

 

The AJB 2022 Note and related accrued interest totaling $314,500 was repaid in full on March 9, 2023.

 

On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.

The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on November 5, 2023. The note maturity term was further extended numerous times and the AJB 2023 Note will now mature on November 8, 2024, with an increased interest rate up to 15% upon the extension date. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2023 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2023 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2023 Note.

 

The AJB 2023 warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023, using the Black Scholes Model with assumptions disclosed within Note 9.

 

The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB 2023 Warrants was $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the nine months ended September 30, 2024. The debt discount was fully amortized as of November 5, 2023.

 

On June 7, 2024, the Company and AJB Capital Investments entered into the First Amendment to the Promissory Note, effectively extending the maturity of the 2023 AJB Note to November 8, 2024 and agreeing to issue the noteholder 1,500,000 shares of common stock in connection with the extension. These shares were issued on June 7, 2024 at a fair value of $0.13 per share and aggregated fair value of $191,250. Such common stock shares issued are being accounted for as debt extinguishment and recognized as interest expense in the accompanying statement of operation for the nine months ended September 30, 2024. As of September 30, 2024, the net carrying amount of the 2023 AJB Note was $300,000.

 

 

 

F-13

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

On August 6, 2024, the Company entered into a Securities Agreement (the “2024 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $90,000 (“AJB 2024 Note”), which includes an aggregate $9,000 original issue discount in respect of the Note; (ii) a total of 500,000 Commitment Fee Shares. These shares were issued on August 6, 2024 at a fair value of $0.09 per share and aggregated fair value of $44,500. The aggregate gross proceeds for the sale of the AJB 2024 Note and AJB 2024 Commitment Fee Shares was $81,000.

 

The AJB 2024 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing on a monthly basis and payable at maturity. All principal and interest owing hereunder shall be due and owing on February 6, 2025. Any amount of principal or Interest on this AJB 2024 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2024 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement.

 

The Company accounted for the 2024 AJB Note and the 2024 AJB Commitment Fee Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2024 Commitment Fee Shares are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB 2024 Commitment Fee Shares was $25,981 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $34,981 in aggregate will be amortized over the term of the 2024 AJB Note and included within the interest expense in the accompanying statement of operations for the nine months ended September 30, 2024. As of September 30, 2024, the net carrying amount of the 2024 AJB Note was $65,475, net of unamortized debt discount and debt issuance costs of $24,525.

 

July 16, 2024 Note

 

On July 16, 2024, the Company entered into a 30-day promissory note with a lender for $27,000 (the “July 2024 Note”). The note bears interest at ten percent (10%) per annum and has a maturity date of August 15, 2024.

 

On August 15, 2024, the Company and the July 2024 lender entered into a Debt Release agreement to release and convert the total principal of $27,000 for the immediately issuance of 270,000 shares of common stock at a $0.08 per share price on the date of the transaction. As a result of this transaction, the Company recognized a loss of $4,050 included in other income (expenses) as a loss on extinguishment of debt within the accompanying statement of operations for the nine months ended September 30, 2024.

 

The current balance of the July 2024 note as of September 30, 2024 was $0.

 

April 22, 2024 Note

 

On April 22, 2024, the Company entered into a 90-day promissory note with a lender for $30,000 that carries a fixed interest payment of $900 payable upon maturity. During the nine months ended September 30, 2024, the Company has entered into multiple extension agreement with the lender, ultimately amending the maturity date from July 21, 2024 to October 21, 2024. In exchange, the Company agreed to pay an additional $900 in interest (for a total of $1,800) and agreed to issue the lender 50,000 shares of common stock valued at $4,755. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2024.

 

As of September 30, 2024, the net carrying amount of the April 22, 2024 Note was $30,000.

 

 

 

F-14

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

April 2024 Note

 

On April 2, 2024, the Company entered into a promissory unsecured loan agreement for $45,000 (the “April 2024 Note”). The April 2024 Note bears interest at ten percent (10%) per annum and had an initial maturity of 30 days. In addition, the Company issued the lender 200,000 shares of Company’s common stock. The allocated value of such shares was $16,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2024.

 

During the nine months ended September 30, 2024, the Company entered into two amendments to the April 2024 Note, ultimately extending the maturity date to November 30, 2024, agreeing to issue a total of 200,000 shares of common stock for every thirty days the note is outstanding past September 30, 2024, and increasing the principal balance of the note in a noncash transaction by $14,483. The increase in principal is being accounted for as a debt discount and is included within the interest expense in the accompanying statement of operations for the nine months ended September 30, 2024. The debt discount was amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2024. Additionally, in accordance with these amendments, the Company agreed to issue the lender a certain number of shares for every thirty days the note is outstanding. As of September 30, 2024, the Company has issued the lender a total of 300,000 common stock shares valued at $37,770. A remaining 600,000 shares of common stock are recognized as common stock to be issued and recognized as an expense for stock issued for financing for the period ended September 30, 2024. As of September 30, 2024, the net carrying amount of the April 2024 Note was $59,483.

 

February 1, 2024 Consolidated Notes

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one note (the February 1, 2024 Consolidated Note). The Note bears interest at ten percent (10%) per annum, has no set maturity date. As consideration for the consolidation of outstanding principal, the Company issued the Noteholder an aggregate of 470,000 common stock shares valued at $32,900. In addition, the Company also issued the holder of the February 1, 2024 Consolidated Note common stock warrants to purchase a total of 2,000,000 shares of Company’s common stock, priced at $0.10, with a cashless exercise price, and a 3-year expiration term as of the date of the agreement. Pursuant to the terms of the Cancellation and Consolidation Agreement, the Company subsequently issued common stock warrants to purchase a total of 670,000 shares of the Company’s common stock, with identical terms compared to the initial February 1, 2024 warrant issuance. Such warrants were valued using the Black Scholes Model with assumptions disclosed within Note 9. The value of the common stock shares and warrants issued are being accounted for as debt discount and recognized as interest expense during the nine months ended September 30, 2024.

 

The Cancellation and Consolidation Agreement was amended on May 9, 2024 to extend payment due dates for a number of specific notes covered by the agreement and to include provisions for penalty shares to be issued if payments are not made as such.

 

On February 1, 2024, the Company entered into a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note. At the time of the Agreement, the lender had $230,000 in outstanding principal. The Noteholder agreed to convert $150,000 of outstanding principal for a total of 1,500,000 shares of common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.07 per share or $105,000 in total. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $45,000 included in other income (expenses) within accompanying statement of operations for the nine months ended September 30, 2024.

 

The remaining $80,000 of principal was placed into a 10-month note, maturing on November 1, 2024. The principal bears interest at 10%. As consideration for this agreement, the Lender was issued 350,000 shares of common stock at the FV price of $0.07 and issued a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.

 

 

 

F-15

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

January 2023 Note

 

On January 31, 2023, the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued the lender 150,000 shares of Company’s common stock. The allocated value of such shares was $18,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the January 2023 Note, extending the maturity date to December 31, 2023, and borrowing an additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued the lender in aggregate of 1,850,000 common stock shares valued at $196,600. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $67,525.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024 (see February 1, 2024 Consolidated Note).

 

January, March, and December 2023 Notes

 

On January 12, 2023, the Company entered into a promissory unsecured loan agreement for $50,000 with the lender with additional $150,000 and $30,000 promissory unsecured loan issued with the same lender on March 6, 2023, and December 20, 2023, respectively (together the “January, March, and December 2023 Notes”). Each note bears interest at ten percent, (10%), and the January, March, and December 2023 Notes had an initial maturity of 45 days, 30 days, and 90 days, respectively. In addition, the Company issued the lender 375,000 shares of Company’s common stock. The allocated value of such shares was $54,983 in aggregate and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. During the period ended December 31, 2023, the Company entered into a number of amendments to the January and March 2023 Notes, extending the maturity dates to January 10, 2024, and January 12, 2024, respectively. In accordance with these amendments, the Company issued the lender in aggregate of 3,375,000 common stock shares, valued at $378,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January, March, and December 2023 Notes was $230,000.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total principal of $80,000 into one six-month note, maturing on November 1, 2024 (see February 1, 2024 Consolidated Note).

 

March 9, 2023 Note

 

On March 9, 2023, the Company entered into a promissory unsecured loan agreement for $150,000 with the lender (the “March 9, 2023 Note”). The March 9, 2023 Note bears no interest and had an initial maturity of 30 days. In addition, the Company issued the lender 250,000 shares of Company’s common stock. The allocated value of such shares was $33,117 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the March 9, 2023 Note, extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued the lender in aggregate of 1,750,000 common stock shares valued $225,000 Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the net carrying amount of the January 2023 Note was $150,000.

 

The Company is currently negotiating with the lender to extend the maturity of the March 9, 2023 Note.

 

 

 

F-16

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

August 2023 Note

 

On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $14,000 that carries a fixed interest payment of $1,000 payable on maturation (the “August 2023 Note”). On December 9, 2023, the Company extended the August 2023 Note for additional 60 days. As of December 31, 2023, the net carrying amount of the August 2023 Note was $14,000.

The August 2023 Note was repaid in full on February 21, 2024.

September 2023 Note

 

On September 6, 2023, the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks. The allocated value of such shares was $6,203 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into an amendment to the September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company issued a lender in aggregate of 200,000 common stock shares valued at $28,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the net carrying amount of the January 2023 Note was $25,000.

 

The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.

 

October 2023 Note

 

On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $45,000 that carries a loan origination fee of $900 and a fixed interest payment of $1,350 payable upon maturity (the “October 2023 Note”). As of December 31, 2023, the net carrying amount of the October 2023 Note was $45,000.

 

The October 2023 Note was repaid in full on March 1, 2024.

 

November 2023 Notes

 

On November 1, 2023, the Company issued an unsecured promissory note in the amount of $50,000 to an individual lender. The note bears interest at 10% per annum and has a maturity date of May 1, 2024. In addition, the Company agreed to issue the lender 750,000 common shares, to be issued at a rate of 125,000 shares per month for the duration of the note. The allocated value of such shares was $23,684 and is being accounted for as debt issuance costs, classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs are amortized ratably over the initial term and are included within interest expense for the period ended December 31, 2023. During the period ended December 31, 2023, the Company has issued 250,000 common shares to this lender, valued at $20,000. These common shares issued are being accounted for as debt discounts and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the November 1, 2023 Note was $50,000.

 

On November 17, 2023, the Company entered into another unsecured promissory note for an additional $50,000 with the same lender (together, “the November 2023 Notes”). The November 17, 2023 Note bears interest at 10% per annum and has a maturity date of January 1, 2024. In addition, the Company agreed to issue the lender 187,500 common shares with an allocated value of $14,602.

 

 

 

F-17

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07.

 

November 2022 Note

 

On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt issuance costs classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operation.

 

On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock, that were valued at $8,500 and recorded as common stock, to be issued as a liability within accompanying balance sheets as of December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45-day extension period until such time that the Company repays the principal amount. As of December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.

 

As of December 31, 2023 and 2022, the net carrying amount of the November 2022 Note was $50,000.

 

The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total remaining principal of $80,000 into one six-month note, maturing on November 1, 2024 (February 1, 2024 Consolidated Note).

 

November 10, 2022 Note

 

On November 10, 2022, the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note and included within the interest expense in the accompanying statement of operation. On December 10, 2022, the Company entered into amendment to the November 10, 2022 Note extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, Note was $100,000.

 

 

 

F-18

 

 

NOTE 5 – NOTES PAYABLE (CONTINUED)

 

On February 28, 2023, the Company entered into a mutual release agreement with the lender to issue to the lender 2,000,000 shares of the Company’s common stock in exchange for the settlement of the November 10, 2022 Note. All interest accrued under the November 10, 2022 Note as of the extinguishment date was repaid. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.11 per share. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.

 

March 2015 Note

 

On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiple times through the years increasing the principal amount of the March 2015 Note to $65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum.

 

On June 30, 2022, the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stock in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022, using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

As of September 30, 2024, and December 31, 2023, notes payable consisted of the following:

Schedule of notes payable
		September 30, 2024				December 31, 2023
Notes payable		$	952,008			$	998,234
Unamortized debt discount		$	(24,525	)		$	(15,608	)
Less: current portion, net			(927,483	)			(982,626	)
Long-term notes payable, net		$	–			$	–

  

NOTE 6 – ACCOUNTS PAYABLE

 

As of September 30, 2024, and December 31, 2023, the Company had $822,038 and $601,631 in outstanding accounts payable, respectively.

 

On June 14, 2024, the Company entered into a Debt Release agreement with a vendor to release $35,000 related to an open accounts payable balance in exchange for the immediate issuance of 450,000 shares of common stock at the $0.10 per share stock price on the date of the transaction. As a result of this transaction, the Company recognized a loss of $11,125 included in other income (expenses) as a loss on extinguishment of debt within the accompanying statement of operations for the nine months ended September 30, 2024.

 

 

 

F-19

 

 

NOTE 7 – COMMON STOCK TO BE ISSUED

 

As of September 30, 2024, and December 31, 2023, the Company’s outstanding liability in connection to common stock to be issued was $125,160 and $41,197.

 

The balance of $125,160 in common stock to be issued as of September 30, 2024 represents the Company’s obligation to issue 800,000 shares of common stock in connection with the First Amendment to the February 1, 2024 Cancellation and Consolidation Agreement, 600,000 shares of common stock in connection with the April 2, 2024 Note, and 60,000 shares of common stock to an employee for services rendered.

 

The balance of $41,197 in common stock to be issued as of December 31, 2023, represents the Company’s obligation to issue 500,000 shares of common stock in connection to the November 1, 2023 Note and 350,000 shares of common stock in connection with legal services provided during the year ended December 31, 2023.

 

NOTE 8 – STOCKHOLDERS’ DEFICIT

 

Authorized

 

Authorized capital stock as of September 30, 2024, and December 31, 2023, consists of 500,000,000 and 125,000,000 common shares, respectively, with a par value of $0.001 per share; and 25,000,000 Preferred shares with a par value of $0.001 per share.

 

On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from 125,000,000 to 500,000,000.

 

Preferred Stock

 

The Company has designated the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:

 

Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

 

Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.

 

Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders.

 

 

 

F-20

 

 

NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED)

 

Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.

 

On May 29, 2024, the Company filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.

 

On June 3, 2024, the Company filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $2,000,000 or more; and (ii) the holders of Series A Preferred Stock have liquidation rights senior to holders of Common Stock.

 

As of September 30, 2024, and December 31, 2023, there were 4,200,000 shares of Series A Convertible Preferred Stock remaining outstanding. As of September 30, 2024, and December 31, 2023, there were 3,000,000 shares of Series B Convertible Preferred Stock remaining outstanding.

 

Common stock issuances

 

On February 13, 2024, the Company sold 1,000,000 shares of its common stock for cash proceeds of $150,000.

 

On January 31, 2023, the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.

 

On February 16, 2023, in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA.

 

On February 28, 2023, the Company issued 2,000,000 shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended December 31, 2023 (see Note 5).

 

On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.

 

On April 25, 2023, the Company issued additional 2,000,000 shares of common valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent.

 

During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,795,000 and 8,010,000 shares of common stock, respectively, valued at $160,425 and $954,603, respectively, in connection with the Promissory Notes issued and amended during the periods (see Note 5).

 

During the periods ended September 30, 2024 and 2023, the Company issued in aggregate of 220,000 and 50,000 shares of common stock, respectively, valued at $24,485 and $6,250, respectively, to its employees as compensation for the services performed.

 

During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,044,122 and 380,430 shares of common stock, respectively, valued at $115,168 and $45,299, respectively, to its vendor as payment consideration for the services performed.

 

 

 

F-21

 

 

NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED)

 

During the period ended September 30, 2024, the Company issued an aggregate of 450,000 shares of common stock, valued at $46,125, to vendors in connection to forgiveness for accounts payable balances (see Note 6).

 

During the period ended September 30, 2024, the Company issued an aggregate of 1,770,000 shares of common stock, valued at $127,950, to debtors in connection to forgiveness for outstanding notes payable balances (see Note 5).

 

During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 shares of common stock, valued at $191,250, to AJB in connection with an amendment to an outstanding the 2023 AJB Note agreement (see Note 5).

 

During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 shares of common stock, valued at $105,000 to a lender in connection with a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder (see Note 5).

 

During the period ended September 30, 2024, the Company issued an aggregate of 500,000 shares of common stock, valued at $25,981, to AJB in connection with the issuance of a debt agreement (see Note 5).

 

As of September 30, 2024, and December 31, 2023, the Company had 97,380,590 and 89,101,468 shares of common stock issued and outstanding.

 

NOTE 9 – WARRANTS

 

Warrant grants issued with debt financing

 

On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (see Note 5). As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrants”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.

 

On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants) (see Note 5).

 

The AJB 2023 Warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023, using the Black Scholes Model with assumptions disclosed below.

 

The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

 

 

F-22

 

 

NOTE 9 – WARRANTS (CONTINUED)

 

The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the nine months ended September 30, 2023.

 

Warrant grants issued in exchange of services

 

During the nine months ended September 30, 2024, the Company issued warrants to purchase an aggregate of 3,670,000 shares of common stock to its lenders for consolidation of notes outstanding (see Note 5). The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrants determined to be $268,358 and recognized as stock compensation expense during the nine months ended September 30, 2024. The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

During the nine months ended September 30, 2024, the Company also issued warrants to purchase 20,000 shares of common stock to a vendor for professional services. The warrants were valued as of the date of issuance using the Black Scholes Model with the total fair value of the warrants determined to be $223 and recognized as stock compensation expense during the nine months ended September 30, 2024. The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

During the year ended December 31, 2023, the Company issued warrants to purchase an aggregate of 916,456 shares of common stock to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. 

Schedule of warrant activity
										Weighted
						Weighted				Average
						Average				Contractual
		Number of				Exercise				Term
		Warrants				Price				(Years)
Balance outstanding at December 31, 2022			13,527,113			$	0.05				4.39
Granted			10,891,000				0.00				5.00
Exercised			–				–				–
Expired/Canceled			–				–				–
Balance outstanding at December 31, 2023			24,418,113			$	0.05				3.81
Granted			3,690,000			$	0.10				3.00
Exercised			–				–				–
Expired/Canceled			(300,000	)			(0.05	)			–
Balance outstanding at September 30, 2024			27,808,113			$	0.06				3.05
Exercisable at September 30, 2024			27,808,113			$	0.06				3.05

 

 

 

F-23

 

 

NOTE 9 – WARRANTS (CONTINUED)

 

The fair values of warrants granted during the nine months ended September 30, 2024 and 2023 were estimated using Black-Scholes option-pricing model with the following assumptions: 

Schedule of estimated using black-scholes option-pricing model		For the nine months ended September 30,
		2024		2023
Exercise Price		$0.10		$0.01 -$0.55
Risk-free interest rates		3.96% - 4.43%		3.41% - 4.45%
Expected life (in years)		3.05		5.00
Expected volatility		303% - 311%		278% - 324%
Dividend yield		0%		0%

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

Due to related parties

 

As of September 30, 2024, and December 31, 2023, the Company had an amount due to an office of the Company in the amount of $10,309 as advance payable. This amount does not have specific repayment terms and does not bear interest.

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2024, and December 31, 2023, no amounts have been accrued related to such indemnification provisions.

 

From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

 

Asset purchase agreement

 

The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023, in connection with 2023 APA the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023, the Company issued additional 2,000,000 shares of common stock valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. Additional cash consideration of $50,000 was paid to the Seller on November 2, 2023. As of December 31, 2023, and to the date that this report was filed, the Seller has not fulfilled obligations that would further oblige the Company to fulfill further consideration, either for cash, equity, or royalty payments stipulated in the 2023 APA. The value of the consideration paid was recorded within research and development expenses for the year ended December 31, 2023, with $625,000 recorded during the period ended September 30, 2023.

 

 

 

F-24

 

 

NOTE 12 – SUBSEQUENT EVENTS

 

On September 30, 2024, the Company extended its promissory note with the April 2024 noteholder to November 30, 2024. As consideration for this extension, the Company has agreed to issue up to 400,000 shares for the full 60-day extension at the time of maturity. These shares were subsequently issued on October 1, 2024.

 

On October 1, 2024, the Company issued 85,000 shares of common stock to its director in connection with the director’s agreement.

 

On October 1, 2024, the Company issued 9,670 shares of common stock to a vendor in connection with legal services rendered.

 

On October 10, 2024, the Company issued 8,156 shares of common stock to a vendor in connection to legal services rendered.

 

On October 21, 2024, the Company extended its promissory note with the April 22, 2024 noteholder to December 21, 2024. As consideration for this extension, we issued 50,000 shares at a price of $0.08.

 

On November 1, 2024, the Company issued 875,000 shares of common stock to an employee in connection with their employment agreement. The shares were issued at $0.05.

 

On November 1, 2024, the Company entered into a securities purchase agreement with AJB Capital Investments LLC for a principal amount of $45,000, carrying 12% interest, and an amount of 3.6M shares reserved in the event of conversion, maturing on December 31, 2024. The Company received $35,500, net of an original issue discount of $4,500 and $5,000 in legal fees.

 

On November 5, 2024, the Company issued 6,627 shares of common stock to the vendor in connection with legal services rendered. The shares were issued at $0.05.

 

 

 

 

 

 

 

 

 

 

 

 

New York Office:   805 Third Avenue New York, NY 10022 212.838-5100   www.rbsmllp.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Stockholders’ and Board of directors of

Go Green Global Technologies Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Go Green Global Technologies Corp. (the “Company”) as of December 31, 2023, and 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

The Company's Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ RBSM LLP

We have served as the Company’s auditor since 2022.

New York, NY

May 30, 2024   PCAOB ID Number 587

 

 

 

Go Green Global Technologies Corp.

Balance Sheets

For the Years Ended December 31, 2023 and 2022

 

		December 31, 2023				December 31, 2022
ASSETS
Current assets:
Cash		$	33,453			$	1,072
Prepaid expenses			–				3,599
Total current assets			33,453				4,671
Fixed assets, net			5,921				8,567
Other assets:
Deposits			6,000				6,000
Total other assets			6,000				6,000
Total assets		$	45,374			$	19,238
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	601,631			$	539,920
Accrued expenses			163,640				89,500
Accrued interest			37,804				6,032
Notes payable (net of debt discount of $15,608 and $0, respectively)			982,626				450,000
Common stock to be issued			41,197				30,500
Loans from officer			10,309				2,371
Total current liabilities			1,837,207				1,118,323
Total long-term liabilities			–				–
Total liabilities			1,837,207				1,118,323
Commitments and contingencies (see Note 12)			–				–
Stockholders’ deficit
Preferred shares, $0.001 par value, 25,000,000 shares authorized, 11,000,000 and 11,000,000 shares undesignated as of December 31, 2023 and December 31, 2022, respectively			–				–
Series A Convertible Preferred Stock, $0.001 par value, 9,000,000 shares designated; 4,200,000 and 5,176,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively			4,200				5,176
Series B Preferred Stock, $0.001 par value, 5,000,000 shares designated; 3,000,000 and 3,000,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively			3,000				3,000
Common stock, $0.001 par value, authorized - 125,000,000, 89,101,468 and 72,644,160 shares issued and outstanding, as of December 31, 2023 and December 31, 2022 respectively			89,102				72,644
Additional paid-in capital			7,289,183				4,543,230
Accumulated deficit			(9,177,318	)			(5,723,135	)
Total stockholders' deficit			(1,791,833	)			(1,099,085	)
Total liabilities and stockholders' deficit		$	45,374			$	19,238

 

See accompanying notes to the financial statements

 

 

 

 

Go Green Global Technologies Corp.

Statements of Operations

For the Years Ended December 31, 2023 and 2022

 

		For the Years Ended
		December 31, 2023				December 31, 2022
Operating expenses:
General and administrative		$	798,809			$	2,291,645
Research and development			795,000				–
Depreciation			2,689				6,647
Total operating expenses			1,596,498				2,298,292
Loss from operations			(1,596,498	)			(2,298,292	)
Other (expense) income
Interest expense			(1,737,685	)			(303,937	)
Change in fair value of derivative liability			–				35,862
(Loss) gain on debt extinguishment			(120,000	)			1,423,023
Total other (expense) income			(1,857,685	)			1,154,948
Provision for income taxes			–				–
Net loss		$	(3,454,183	)		$	(1,143,344	)
Per share data
Net loss per share - basic and diluted		$	(0.04	)		$	(0.02	)
Weighted average number of shares outstanding- basic and diluted			82,036,031				66,806,179

 

See accompanying notes to the financial statements

 

 

 

 

Go Green Global Technologies Corp.

Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2023 and 2022

  

		Series A Convertible Preferred Stock								Series B Preferred Stock								Common Stock								Additional Paid-In				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance, December 31, 2021			5,176,000			$	5,176				5,000,000			$	5,000				59,729,358			$	59,729			$	2,062,076			$	(4,579,791	)		$	(2,447,810	)
Issuance of shares for:
Issuance of common stock in connection with AJB Note			–				–				–				–				3,076,923				3,077				131,307				–				134,384
Issuance of warrants in connection with AJB Note			–				–				–				–				–				–				42,675				–				42,675
Issuance of common stock in connection with notes payable			–				–				–				–				250,000				250				27,731				–				27,981
Cancellation of shares returned by shareholders			–				–				(2,000,000	)			(2,000	)			(2,050,000	)			(2,050	)			4,050				–				–
Issuance of common stock in connection to accounts payable settlement			–				–				–				–				1,704,546				1,705				179,023				–				180,728
Common stock issued to employees for compensation			–				–				–				–				1,000,000				1,000				142,500				–				143,500
Common stock issued to vendors for compensation			–				–				–				–				133,333				133				9,200				–				9,333
Common stock issued in connection with extinguishment of convertible debt and notes payable			–				–				–				–				8,800,000				8,800				375,200				–				384,000
Warrant issued in connection with extinguishment of convertible debt and notes payable			–				–				–				–				–				–				39,988				–				39,988
Warrants issued for services			–				–				–				–				–				–				1,529,480				–				1,529,480
Net loss																															(1,143,344	)			(1,143,344	)
Balance, December 31, 2022			5,176,000			$	5,176				3,000,000			$	3,000				72,644,160			$	72,644			$	4,543,230			$	(5,723,135	)		$	(1,099,085	)
Common stock sold			–				–				–				–				2,000,000				2,000				98,000				–				100,000
Issuance of warrants in connection with AJB Notes			–				–				–				–				–				–				444,375				–				444,375
Issuance of common stock in connection with AJB Notes			–				–				–				–				750,000				750				51,750				–				52,500
Common stock issued in connection with debt financing			–				–				–				–				10,137,500				10,138				1,148,302				–				1,158,440
Common stock issued for acquisition of technology			–				–				–				–				5,000,000				5,000				615,000				–				620,000
Common stock issued to employees for compensation			–				–				–				–				190,000				190				16,322				–				16,512
Common stock issued to vendors for services			–				–				–				–				403,808				404				47,375				–				47,779
Common stock issued in connection with extinguishment of notes payable			–				–				–				–				2,000,000				2,000				218,000				–				220,000
Conversion of Convertible Preferred stock into common stock			(976,000	)			(976	)			–				–				976,000				976				–				–				–
Cancellation of shares returned by shareholders			–				–				–				–				(5,000,000	)			(5,000	)			5,000				–				–
Common stock warrants issued for services			–				–				–				–				–				–				101,829				–				101,829
Net loss			–				–				–				–				–				–								(3,454,183	)			(3,454,183	)
Balance, December 31, 2023			4,200,000			$	4,200				3,000,000			$	3,000				89,101,468			$	89,102			$	7,289,183			$	(9,177,318	)		$	(1,791,833	)

 

See accompanying notes to the financial statements

 

 

Go Green Global Technologies Corp.

Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

 

		For the Years Ended
		December 31, 2023				December 31, 2022
Cash flows from operating activities:
Net loss		$	(3,454,183	)		$	(1,143,344	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,689				6,647
Common stock issued and to be issued for services			86,279				9,333
Common stock issued for compensation			16,512				143,500
Common stock issued for acquisition of technology			620,000				–
Common stock warrants issued for services			101,829				1,529,480
Non-cash interest expense			1,688,776				271,402
Change in fair value of derivative liability			–				(35,862	)
(Gain) loss on extinguishment of debt			120,000				(1,423,023	)
Changes in operating asset and liability account balances:
Prepaid expenses			3,599				(3,599	)
Due to related party			7,938				1,165
Accrued interest			31,772				28,889
Accounts payable and accrued expenses			106,595				266,438
Total adjustments			2,785,989				794,370
Net cash used in operating activities			(668,194	)			(348,974	)
Cash flows from investing activities
Leasehold improvements			–				(5,684	)
Purchase of equipment			–				(3,905	)
Net cash used in investing activities			–				(9,589	)
Cash flows from financing activities:
Proceeds from sale of common stock			100,000				–
Proceeds from notes payable			900,575				420,000
Payments of notes payable			(300,000	)			(62,500	)
Net cash provided by financing activities			700,575				357,500
Net (decrease) increase in cash			32,381				(1,063	)
Cash at beginning of year			1,072				2,135
Cash at end of year		$	33,453			$	1,072
Supplemental Schedule of Cash Flow Information:
Cash paid for interest		$	46,026			$	33,096
Cash paid for income taxes		$	–			$	–
Supplemental Schedules of Noncash Investing and Financing Activities:
Issuance of common stock in connection with promissory notes		$	1,127,940			$	27,981
Issuance of stock in connection with the AJB Note		$	444,375			$	27,981
Extinguishment of debt and accrued interest into common stock		$	220,000			$	423,988
Issuance of common stock in connection with AJB Note		$	52,500			$	134,384
Common stock to be issued in prior year, issued during the year		$	30,500			$	248,600
Cancellation of shares returned by shareholders		$	5,000			$	2,000
Conversion of Convertible Preferred Stock into common stock		$	976			$	–
Common stock issued in settlement of accounts payable		$	–			$	180,728

 

See accompanying notes to the financial statements

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 1 – ORGANIZATION, OPERATIONS AND GOING CONCERN

 

Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.

 

Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.

 

Going Concern Basis of Accounting

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $9,177,318 as of December 31, 2023, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.

 

Uncertainty Due to Geopolitical Events

 

The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns.  These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the year ended December 31, 2022, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.

 

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain balances in the prior year have been reclassified to conform to the current year’s presentation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk in cash.

 

Prepaid Expenses

 

Prepaid expenses consist primarily of short-term prepaid expenditures or deposits that will be amortized within one year.

 

Leases

 

The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet.

 

Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 

 

The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of December 31, 2023 and 2022, the Company did not have leases that qualified as right of use assets.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

Income Taxes

 

In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in our financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No tax liability was recorded as of December 31, 2023, and 2022.

 

Segment Information

 

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.

 

Advertising Costs

 

Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the years ended December 31, 2023 and 2022.

 

Research and Development

 

The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $795,000 in external research and development costs during the year ended December 31, 2023.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.

 

Warrants

 

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of December 31, 2023 and 2022, all outstanding warrants granted were classified as equity being the fixed exercise price.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

Net loss per Common Share

 

Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents in amounts of 28,618,273 and 18,703,273 were excluded from the computation of diluted earnings per share for the years ended December 31, 2023 and 2022, respectively, because their effects would have been anti-dilutive.

 

		December 31, 2023				December 31, 2022
Warrants			24,418,113				13,527,273
Series A Convertible preferred stock			4,200,000				5,176,000
Total			28,618,273				18,703,273

 

Related Party Transactions

 

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.

 

The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.

 

Derivative Liabilities

 

The Company assessed the classification of its derivative financial instruments as of December 31, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

 

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. There was no derivative liability as of December 31, 2023 and 2022.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards.

 

ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.

 

ASC 815 “Derivatives and Hedging” generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

 

 

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

 

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.

 

Property and equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations.

 

Impairment of Long-Lived Assets

 

The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. As of December 31, 2023 and 2022, there was no impairment of long-lived assets.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

Recently Adopted Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in Accounting Standards Update (“ASU”) 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to trade receivables, loans, and held-to-maturity debt securities. Entities will be required to estimate lifetime expected credit losses. This may result in earlier recognition of credit losses. In November 2019 the FASB issued ASU No. 2019-10, which delays this standard’s effective date for SEC smaller reporting companies to the fiscal years beginning on or after December 15, 2022. The Company determined that this update did not have a material impact on the financial statements upon adoption on January 1, 2023.

 

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): The amendments in the update make targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results in a Company’s financial statements. Prior to the issuance of the amendments in Update 2017-12, companies struggled with achieving fair value hedge accounting for interest rate risk hedges of portfolios of prepayable financial assets. The amendments in this update will apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company determined that this update did not have a material impact on the financial statements upon adoption on January 1, 2023. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 4 – NOTES PAYABLE

 

AJB 2022 and 2023 Notes

 

On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.

 

The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the variable price as defined per note agreement. As of date, there were no events default and therefore the note classified as debt. The note is secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.

 

During the year ended December 31, 2023, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $34,500, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.

 

During the year ended December 31, 2022, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $30,750, accrued interest of approximately $3,750, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.

 

The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022 using the Black Scholes Model with assumptions disclosed within Note 9.

 

The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as notes payable in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 common stock warrants that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed within Note 9. The related debt issuance costs of $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense of the accompanying statement of operations for the year ended December 31, 2023.

 

The AJB 2022 Note and related accrued interest totaling $314,500 was repaid in full on March 9, 2023.

 

On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.

 

The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on November 5, 2023. The note maturity term was further extended to May 5, 2024 increasing the interest rate to 15% upon the extension date. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2023 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2023 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2023 Note.

 

The AJB 2023 warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed within Note 9.

 

The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. The debt discount was fully amortized as of November 5, 2023. As of December 31, 2023, the net carrying amount of the 2023 AJB Note was $300,000.

 

During the period ended December 31, 2023, the Company recorded interest expense on the AJB 2023 Note of approximately $337,875 consisting of interest paid of $21,750, accrued interest of approximately $1,750, and non-cash interest expense of $314,375.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

January 2023 Note

 

On January 31, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued the lender 150,000 shares of Company’s common stock. The allocated value of such shares was $18,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the January 2023 Note, extending the maturity date to December 31, 2023 and borrowing an additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued the lender in aggregate of 1,850,000 common stock shares valued at $196,600. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $67,525.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024 (Note 13).

 

January, March, and December 2023 Notes

 

On January 12, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 with the lender with additional $150,000 and $30,000 promissory unsecured loan issued with the same lender on March 6, 2023 and December 20, 2023, respectively (together the “January, March, and December 2023 Notes”). Each note bears interest at ten percent, (10%), and the January, March, and December 2023 Notes had an initial maturity of 45 days, 30 days, and 90 days, respectively. In addition, the Company issued the lender 375,000 shares of Company’s common stock. The allocated value of such shares was $54,983 in aggregate and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. During the period ended December 31, 2023, the Company entered into a number of amendments to the January and March 2023 Notes, extending the maturity dates to January 10, 2024 and January 12, 2024, respectively. In accordance with these amendments, the Company issued the lender in aggregate of 3,375,000 common stock shares, valued at $378,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January, March, and December 2023 Notes was $230,000.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total principal of $80,000 into one six-month note, maturing on November 1, 2024 (Note 13).

 

March 9, 2023 Note

 

On March 9, 2023, the Company entered into a promissory unsecured loan agreement for $150,000 with the lender (the “March 9, 2023 Note”). The March 9, 2023 Note bears no interest and had an initial maturity of 30 days. In addition, the Company issued the lender 250,000 shares of Company’s common stock. The allocated value of such shares was $33,117 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the March 9, 2023 Note, extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued the lender in aggregate of 1,750,000 common stock shares valued $225,000 Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $150,000.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

August 2023 Note

 

On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $14,000 that carries a fixed interest payment of $1,000 payable on maturation (the “August 2023 Note”). On December 9, 2023, the Company extended the August 2023 Note for additional 60 days. As of December 31, 2023, the net carrying amount of the August 2023 Note was $14,000.

 

The August 2023 Note was repaid in full on February 21, 2024.

 

September 2023 Note

 

On September 6, 2023 the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks. The allocated value of such shares was $6,203 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023 the Company entered into an amendment to the September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company issued a lender in aggregate of 200,000 common stock shares valued at $28,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $25,000.

 

The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.

 

October 2023 Note

 

On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $45,000 that carries a loan origination fee of $900 and a fixed interest payment of $1,350 payable upon maturity (the “October 2023 Note”). As of December 31, 2023, the net carrying amount of the October 2023 Note was $45,000.

 

The October 2023 Note was repaid in full on March 1, 2024.

 

November 2023 Notes

 

On November 1, 2023, the Company issued an unsecured promissory note in the amount of $50,000 to an individual lender. The note bears interest at 10% per annum and has a maturity date of May 1, 2024. In addition, the Company agreed to issue the lender 750,000 common shares, to be issued at a rate of 125,000 shares per month for the duration of the note. The allocated value of such shares was $23,684 and is being accounted for as debt issuance costs, classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs are amortized ratably over the initial term and are included within interest expense for the period ended December 31, 2023. During the period ended December 31, 2023, the Company has issued 250,000 common shares to this lender, valued at $20,000. These common shares issued are being accounted for as debt discounts and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the November 1, 2023 note was $50,000.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

On November 17, 2023, the Company entered into another unsecured promissory note for an additional $50,000 with the same lender (together, “the November 2023 Notes”). The November 17, 2023 Note bears interest at 10% per annum and has a maturity date of January 1, 2024. In addition, the Company agreed to issue the lender 187,500 common shares with an allocated value of $14,602.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07.

 

November 2022 Note

 

On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt issuance costs classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operation.

 

On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock that were valued at $8,500 and recorded as common stock, to be issued as a liability within accompanying balance sheets as of December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45 day extension period until such time that the Company repays the principal amount. As of December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.

 

As of December 31, 2023 and 2022, the net carrying amount of the November 2022 Note was $50,000.

 

The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total remaining principal of $80,000 into one six-month note, maturing on November 1, 2024 (Note 13).

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

November 10, 2022 Note

 

On November 10, 2022 the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note and included within the interest expense in the accompanying statement of operation. On December 10, 2022 the Company entered into amendment to the November 10, 2022 Note extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, Note was $100,000.

 

On February 28, 2023, the Company entered into a mutual release agreement with the lender to issue to the lender 2,000,000 shares of the Company’s common stock in exchange for the settlement of the November 10, 2022 Note. All interest accrued under the November 10, 2022 Note as of the extinguishment date was repaid. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.11 per share. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.

 

May 2015 Note

 

On March 1, 2014, the Company issued an unsecured promissory note in the amount of $100,000 to an individual lender. The note was payable on demand and carried interest at five percent (5%) per annum. The note was subsequently amended on various dates through December 31, 2015 to increase the principal amount to $35,691. On March 22, 2015 the Company issued another unsecured promissory note in the amount of $300,000 with the same lender. The note was payable on demand and carried interest at fifteen percent (15%) per annum. On May 19, 2015 the Company issued the third on demand unsecured promissory note in the amount of $17,809 to the same lender with carried interest at five percent (5%) per annum (together as the “May 2015 Notes”).

 

On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue to the lender 3,000,000 of the Company’s common stocks in exchange with the settlement of the $300,000 April 2014 Convertible Note, and the May 2015 Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction in total of $403,406, and an outstanding accounts payable to the lender in total of $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $831,406 being included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

February 2020 Note and March 2014 Note

 

On March 31, 2014, the Company issued an unsecured promissory note (the “March 2014 Note”) in the amount of $35,926 to an individual lender. The March 2014 Note was payable on demand and carried interest at 7.25% per annum

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

On February 12, 2020, the Company issued an unsecured promissory note (the “February 2020 Note”) in the amount of $10,050 to the same individual lender. The note was payable on demand and carried interest at eight percent (8%) per annum.

 

On June 10, 2022 the Company entered into a release agreement with the lender to issue to the lender 800,000 shares of the Company’s common stock in exchange for the settlement of the “September 2019 Convertible Notes” with the outstanding principal of $26,239 and $38,339, the February 2020 Note, and the March 2014 Note with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction totaling $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $88,000 and included the amount in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

March 2015 Note

 

On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiple times through the years increasing the principal amount of the March 2015 Note to $65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum.

 

On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stock in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

As of December 31, 2023 and 2022, notes payable consisted of the following:

 

		December 31, 2023				December 31, 2022
Notes payable		$	998,234			$	450,000
Unamortized debt discount			(15,608	)			–
Less: current portion, net			(982,626	)			(450,000	)
Long-term notes payable, net		$	–			$	–

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 5 – CONVERTIBLE DEBT

 

April 2014 Convertible Note

 

In April 2014, the Company issued a convertible note in the amount of $300,000 to an individual lender (the “April 2014 Convertible Note”). The April 2014 Convertible Note had a term of 18 months and carried interest at 10% per annum. The April 2014 Convertible Note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. The April 2014 Convertible Note was in default as of December 31, 2021. As of December 31, 2021, the net carrying amount and related accrued interest of the Convertible Note was $300,000 and $301,438, respectively.

 

On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue 3,000,000 shares of the Company’s common stock in exchange for the settlement of the April 2014 Convertible Note with an outstanding principal balance of $300,000, and the May 2015 above Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction of $403,406, and an outstanding accounts payable to the lender totaling $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $831,406 which is included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

September 2019 Convertible Notes

 

On September 26, 2019, the Company issued a convertible note in the amount of $26,239 to an individual lender (the “September 2019 Convertible Notes”). The note had a term of two years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000.

 

On September 26, 2019, the Company issued another convertible note in the amount of $26,239 to an individual lender. The note was amended multiple times through the years to increase the principal amount of the note to an aggregate of 38,739. The note had a term of five years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000.

 

On June 10, 2022, the Company entered into a release agreement with the lender to issue to the lender 800,000 of the Company’s common stocks in exchange for the settlement of the “September 2019 Convertible Notes. With the outstanding principal of $26,239 and $38,339, and the February 2020 Note and the March 2014 Note and with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction in total of $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $88,000 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 6 – ACCOUNTS PAYABLE

 

As of December 31, 2023 and 2022, the Company has $601,631 and $539,920 in outstanding accounts payable, respectively.

 

On September 30, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $175,000 in exchange of 750,000 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.17 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $47,500 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.

 

On June 15, 2022 and September 30, 2022, the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $83,350 in exchange of 50,000 shares and 50,000 shares of the Company’s common stock respectively. The fair value of the common stock issued was determined using the stock price as of the dates of the mutual release agreement at $0.04 and $0.17 per share, respectively. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $74,850 being included in other income (expenses) within the accompanying statement of operation for the year ended December 31, 2022.

 

On July 1, 2022 the Company entered into a settlement agreement to extinguish outstanding account payable balance in aggregate of $47,000 in exchange of 854,546 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.05 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $14,293 being included in other income (expenses) within the accompanying statement of operation for the year ended December 31, 2022.

 

(Loss) gain on debt extinguishment of:		12/31/2023				12/31/2022
November 2022 Note		$	(120,000	)		$	–
April 2014 convertible Note, May 2015 Notes			–				831,406
March 2015 Note and accrued interest			–				190,374
Settlement of common stock to be issued			–				176,600
Accounts payable			–				136,643
February 2020 Note and March 2014 Note			–				88,000
Total (loss) gain on debt extinguishment		$	(120,000	)		$	1,423,023

 

NOTE 7 – COMMON STOCK TO BE ISSUED

 

As of December 31, 2023 and 2022, the Company’s outstanding liability in connection to common stock to be issued was $41,197 and $30,500, respectively.

 

The balance of $41,197 common stock to be issued as of December 31, 2023 represents the Company’s obligation to issue 500,000 shares of common stock in connection to the November 1, 2023 Note and 350,000 shares of common stock in connection with legal services provided during the year ended December 31, 2023.

 

The balance of $30,500 common stock to be issued as of December 31, 2022, represents the Company’s obligation to issue 50,000 shares and 150,000 shares of common stock in connection to the October 2022 and November 2022 Notes, respectively.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 8 – STOCKHOLDERS’ DEFICIT

 

Authorized

 

Authorized capital stock consists of 125,000,000 common shares with a par value of $0.001 per share; and 25,000,000 Preferred shares with a par value of $0.001 per share.

 

Preferred Stock

 

The Company has designated the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:

 

Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

 

Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.

 

Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders.

 

Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.

 

As of December 31, 2023 and 2022 there were 4,200,000 and 5,176,000 shares of Series A Convertible Preferred Stock remaining outstanding. As of December 31, 2023 and 2022 there were 3,000,000 shares of Series B Convertible Preferred Stock remaining outstanding. On August 11, 2022, the Company received back a share certificate for 2,000,000 Series B Preferred Stock previously issued per mutual agreement with the shareholder. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the Transfer Agent.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

Common stock issuances

 

On January 31, 2023 the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.

 

On February 16, 2023 in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent.

 

On February 28, 2023 the Company issued 2,000,000 shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended December 31, 2023 (see Note 4).

 

On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.

 

On December 5, 2023, the Company amended the AJB Note to extend the set date pertaining to the Company’s filing of a registration statement to February 1, 2024. For this period of extension, the Company issued to AJB 750,000 shares of common stock for a fair value of $52,500.

 

During the year ended December 31, 2023, the Company issued an aggregate of 10,137,500 shares of common stock valued at $1,158,440 in connection with the 2023 Promissory Notes issued during the year; see Note 4).

 

During the year ended December 31, 2023, the Company issued in aggregate 190,000 shares of common stock valued at $16,512 to its employees as compensation for the services performed.

 

During the year ended December 31, 2023, the Company issued an aggregate of 403,808 shares of common stock valued at $47,375 to its vendor as payment consideration for the services performed.

 

On February 18, 2022, in connection with 2022 SA with AJB Capital Investments, LLC, the Company issued 3,076,923 shares of common stock as AJB Commitment Shares. The allocated value of the AJB Commitment Shares was $131,307 (see Note 4).

 

On June 1, 2022, the Company received back a share certificate for 2,050,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.

 

On September 30, 2022 and October 3, 2022, the Company issued an aggregate of 100,000 shares of Company’s common stocks in connection with the November 2022 Note. The allocated value of such shares was $13,768. On November 10, 2022 the Company issued 150,000 shares of Company’s common stocks in connection with November 2022 Note. The allocated value of such shares was $14,163.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

During the year ended December 31, 2022, the Company issued in aggregate 1,000,000 shares of common stock valued at $143,500 to its employees as compensation for the services performed.

 

During the year ended December 31, 2022, the Company issued an aggregate of 133,333 shares of common stock valued at $9,333 to its vendor as payment consideration for the services performed.

 

During the year ended December 31, 2022 the Company entered into a number of settlement agreements to extinguish outstanding accounts payable balance issuing in aggregate 1,704,546 shares of common stock valued at $180,728 (see Note 4).

 

During the year ended December 31, 2022 the Company issued in aggregate 8,800,000 shares of common stock valued at $423,988 in connections with extinguishment of notes payable, convertible debt and related accrued interest (see Note 4).

 

As of December 31, 2023 and 2022, the Company had 89,101,468 and 72,664,160 shares of common stock issued and outstanding.

 

NOTE 9 – WARRANTS

 

2023 Warrant grants issued with debt financing

 

On March 1, 2023, the Company entered into agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (see Note 4). As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrants”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023 using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.

 

On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants) (see Note 4).

 

The AJB 2023 Warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed below.

 

The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.

 

The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

2023 Warrant grants issued in exchange of services

 

During the year ended December 31, 2023, the Company issued warrants to purchase in an aggregate of 916,456 shares of common stock to its employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with this service agreement (i) have the exercise prices of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

2022 Warrant grants issued with debt financing

 

On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”) (see Note 7). The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The allocated value of the AJB 2022 Warrants was $42,675 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements.

 

2022 Warrant grants issued in connections with extinguishment of debt

 

On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note (see Note 7). As a part of the consideration, the Company granted warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with the total fair value of the warrant was determined to be $39,988 and charged to operations.

 

2022 Warrant grants issued in exchange of services

 

The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. In connection with this agreement, through the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 2,700,000 shares of common stock. On September 20, 2022 the company entered into the amendment of the services agreement issuing additional consideration of in form of warrant to purchase 4,500,000 shares of Company common stock at $0.055 per share issued at the amended date. The warrants issued with this amendment (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $1,070,825 and recognized as stock compensation expense during year ended December 31, 2022.

 

On May 4, 2022 the company entered into another service agreement issuing a consideration of warrant to purchase 2,200,000 shares of Company common stock at 0.055 per share over the 2022 engagement period.  The Company issued the first six months of warrants to purchase 1,100,000 shares of common stock upon executing this agreement, and then additional monthly warrants each month at a rate of 181,818 warrants per month until 2,200,000 warrants have been issued in aggregate. The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $175,956 and recognized as stock compensation expense during year ended December 31, 2022.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 377,273 shares of common stock to vendors for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $49,215 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have an exercise price of $0.055-0.15 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 1,250,000 shares of common stock to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $232,461 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have the exercise prices of $0.055 and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

During the year ended December 31, 2023, the Company issued warrants to purchase in aggregate of 916,456 to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.

 

										Weighted
						Weighted Ave				Average
						Average				Contractual
		Number of				Exercise				Term
		Warrants				Price				(Years)
Balance outstanding at December 31, 2021			2,599,000			$	0.05				0.96
Granted			13,027,273				0.08				–
Exercised			–				–				–
Expired/Canceled			(2,099,160	)			(0.05	)			–
Balance outstanding at December 31, 2022			13,527,113			$	0.05				4.39
Granted			10,891,000				0.00				5.00
Exercised			–				–				–
Expired/Canceled			–				–				–
Balance outstanding at December 31, 2023			24,418,113				0.05				3.81
Exercisable at December 31, 2023			24,418,113			$	0.05				3.81

 

The fair values of warrants granted during 2023 and 2022 were estimated using Black-Scholes option-pricing model with the following assumptions:

 

	2023		2022
Exercise Price	$0.04 -$0.25		$0.04 -$0.25
Risk-free interest rates	1.43% - 4.27%		1.43% - 4.27%
Expected life (in years)	5.00		5.00
Expected volatility	310% - 352%		310% - 352%
Dividend yield	0%		0%

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 10 – INCOME TAXES

 

At December 31, 2023, the Company has approximately $5,587,000 of net operating loss carryforwards for federal and state tax purposes that may be applied against future taxable income. Of the $5,587,000 of the federal net operating losses, $1,701,000, will begin to expire in 2033 while $3,886,000 will not expire but will be subject to limitation of utilization of 80%. The state net operating losses will begin to expire in the year 2033 if not utilized prior to that date. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $859,000 and $701,000 during the years 2023 and 2022, respectively. The deferred tax assets are approximately $2,344,000 and $1,485,000 at December 31, 2023 and 2022, respectively.

 

A reconciliation of the statutory U.S. Federal rate to the Company's effective tax rate is as follows:

 

		December 31,
		2023				2022
Federal income tax benefit at statutory rate			21.00 %				21.00%
State income tax, net of federal benefits			5.72 %				13.49%
Permanent items and other			(0.76)%				26.80%
Other			0.05%				–%
Change in valuation allowance			(26.01)%				(61.28)%
Provision from income taxes			–				–

 

The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets / (liabilities) were as follows:

 

		December 31,
		2023				2022
Net Operating loss carryforwards - Federal		$	1,173,470			$	774,050
Net Operating loss carryforwards - State			331,086				218,393
Stock based compensation			669,289				487,957
Deferred finance costs			4,153				4,153
R&D Sec 174			163,569				–
Depreciation			1,950				–
Valuation allowance			(2,343,517	)			(1,484,552	)
Net deferred tax assets		$	–			$	–

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of the deductible temporary difference carryforwards. At this time, based on current facts and circumstances, management believes that is not likely that the Company will realize the benefits for its deferred tax assets, and a valuation allowance has been recorded on the same. Pursuant to the provisions contained in Section 382 of the Internal Revenue Code relating to changes in ownership, net operating losses may be limited in future periods.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

As of the date of this report, the Company has not yet filed its federal and states income tax returns for the years ended December 31, 2023, and 2022. The Company is actively addressing the delay and expects to complete the filing process in the near future. The Company has made reasonable estimates for the provision of income taxes based on the information available and believes that any potential adjustments upon finalization of the tax returns will not materially affect the financial position, results of operations, or cash flows.

The Company does not have any recorded unrecognized tax benefit for uncertain tax positions as of December 31, 2023 and 2022.

 

NOTE 11 – RELATED PARTY TRANSACTIONS

 

Due to related parties

 

As of December 31, 2023, and 2022 the Company had an amount due to a shareholder in the amount of $10,309 and $2,371 as advance payable. This amount does not have specific repayment terms and does not bear interest.

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of December 31, 2023 and 2022, no amounts have been accrued related to such indemnification provisions.

 

From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

 

Asset purchase agreement

 

The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023 in connection with 2023 APA the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common stock valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. Additional cash consideration of $50,000 was paid to the Seller on November 2, 2023. As of December 31, 2023 and to the date that this report was filed, the Seller has not fulfilled obligations that would further oblige the Company to fulfill further consideration, either for cash, equity, or royalty payments stipulated in the 2023 APA. The value of the consideration paid was recorded within research and development expenses for the year ended December 31, 2023.

 

 

 

 

Go Green Global Technologies Corp.

Notes to the Financial Statements

For the Years Ended December 31, 2023 and 2022

 

NOTE 13 – SUBSEQUENT EVENTS

 

From January through April 2024, the Company issued a total of 130,000 shares of common stock to employees as compensation for total consideration of $12,865.

 

From January through April 2024, the Company issued a total of 352,745 shares of common stock to vendors for legal and professional services rendered for total consideration of $38,692.

 

On January 1, 2024, the Company issued 125,000 shares of common stock to the January 2023 and November 17, 2023 noteholder in connection with a promissory note.

 

On January 2, 2024, the Company extended its promissory note for $45,000 with the October 2023 noteholder for an additional 30 days, with the new date of maturity being February 1, 2024.

 

On January 12, 2024, the Company extended its March 9, 2023 promissory note for $150,000 with Note for an additional 30 days, with the new date of maturity being February 11, 2024. The extension granted a fixed interest payment of $3,000 due on maturity, with no additional shares issued as consideration for the extension.

 

On February 1, 2024, the Company entered into a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note. At the time of the Agreement, the lender had $230,000 in outstanding principal. The Lender agreed to convert $150,000 of outstanding principal to shares at $0.10 for a total of 1,500,000 shares of common stock. The remaining $80,000 of principal was placed into a 10-month note, maturing on November 1, 2024. The principal bears interest at 10%. As consideration for this agreement, the Lender was issued 350,000 shares of common stock at the FV price of $0.07 and issued a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.

 

On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.

 

On February 13, 2024, the Company entered into a Securities Purchase Agreement to sell 1,000,000 shares of common stock at $0.15 per share.

 

On April 2, 2024, the Company entered into a 30-day promissory note with the November 2022, January 2023, and November 2023 noteholder for $45,000. The note bears interest at 10% per annum. As consideration for this note, the noteholder was issued 200,000 shares of common stock at the FV price of $0.12.

 

On April 22, 2024, the Company entered into a Ninety-Day Promissory Note with the lender for $30,000.00. The Note bears interest at 12% per annum, with a fixed interest payment of $900.00 due at the repayment of the Note. 

 

On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from 125,000,000 to 500,000,000.

 

On May 1, 2024, the Company issued 300,000 of common stock to the noteholder pursuant to the terms of the April 2, 2024 Thirty-Day Promissory Note for failure to pay the principal at maturity. The maturity date of this note has been extended to June 30, 2024.

 

On May 2, 2024, the Company issued 64,784 shares of common stock to vendor in connection to professional services.

 

 

 

 

 

Up to 13,171,136 Shares of Common Stock

Up to 23,600,000 Shares of Common Stock Issuable Upon Exercise of Warrants

 

PROSPECTUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Part II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the SEC. We will bear all of the costs incurred in connection with this registration statement.

 

		Amount
SEC registration fee		$	85.91	*
Accountants’ fees and expenses			90,000.00	*
Legal fees and expenses			60,000.00
Printing and engraving expenses			3,650.00	*
Miscellaneous			0.00
Total expenses		$	153,735.91	*

 

*Amount indicated is an estimate.

 

Item 14. Indemnification of Directors and Officers.

 

According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.

 

Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 

 

 

Item 15. Recent Sales of Unregistered Securities.

 

Set forth below are our issuances of unregistered securities within the past three (3) years.

 

On December 17, 2024, we issued 125,000 shares of Common Stock to Louis and Annette Benedetto, who we reasonably believed to be accredited investors. The shares were issued at $0.08 per share.

 

On November 30, 2024, we issued 400,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.05 per share.

 

On November 19, 2024, we issued 500,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.

 

On November 5, 2024, we issued 6,627 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.05 per share.

 

On November 1, 2024, we issued 875,000 shares of Common Stock to Michael Tavolacci, who we reasonably believed to be an accredited investor, in connection with his Employment Agreement with us. The shares were issued at $0.05 per share.

 

On November 1, 2024, we issued the November 2024 AJB Note to AJB Capital, who we reasonably believed to be an accredited investor. The November 2024 AJB Note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date of December 31, 2024.

 

On October 21, 2024, we issued 50,000 shares of Common Stock to Cortiera LLC, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.08 per share.

 

On October 10, 2024, we issued 8,156 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.07 per share.

 

On October 1, 2024, we issued 9,670 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.08 per share.

 

On October 1, 2024, we issued 85,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection with his Director Agreement with us. The shares were issued at $0.08 per share.

 

On October 1, 2024, we issued 400,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.08 per share.

 

On August 15, 2024, we issued 270,000 shares of Common Stock to Nobadeer Ventures. LLC, who we reasonably believed to be an accredited investor, in connection to a debt release agreement. The shares were issued at $0.09 per share.

 

 

 

On August 6, 2024, we issued 500,000 shares of Common Stock to AJB Capital, who we reasonably believed to be an accredited investor, as commitment shares for a promissory note we issued to AJB Capital. The shares were issued at $0.09 per share.

 

On August 6, 2024, we issued a promissory note in the amount of $90,000 to AJB Capital. This promissory note bears interest at a rate of 12% per annum and its maturity date is on February 6, 2025.

 

On July 21, 2024, we issued 50,000 shares of Common Stock to Cortiera LLC, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share.

 

On July 8, 2024, we issued 300,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share.

 

On July 8, 2024, we issued a total of 26,593 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.12 per share.

 

On July 8, 2024, we issued 85,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.12 per share.

 

On July 3, 2024, we issued 100,000 shares of Common Stock to Mike Casson, who we reasonably believed to be an accredited investor, in connection to an invoice received for professional services. The shares were issued at $0.12 per share.

 

On July 3, 2024, we issued 200,000 shares of Common Stock to Michael Delaney, who we reasonably believed to be an accredited investor, pursuant to the Distribution Agreement. The shares were issued at $0.12 per share.

 

On July 3, 2024, we issued 200,000 shares of Common Stock to Robyn Fayle, who we reasonably believed to be an accredited investor, pursuant to the Distribution Agreement. The shares were issued at $0.12 per share.

 

On June 17, 2024, we issued 100,000 shares of Common Stock to Mike Casson, who we reasonably believed to be an accredited investor, in connection to an invoice received for professional services. The shares were issued at $0.10 per share.

 

On June 14, 2024, we issued 450,000 shares of Common Stock to The CFO Squad, LLC, who we reasonably believed to be an accredited investor, in connection to a debt release agreement. The shares were issued at $0.10 per share.

 

On June 7, 2024, we issued 1,500,000 shares of Common Stock to AJB Capital, who we reasonably believed to be an accredited investor, as consideration for extension of the maturity date of the 2023 AJB Note. The shares were issued at $0.13 per share.

 

On May 2, 2024, we issued 64,784 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.08 per share.

 

 

 

On April 2, 2024, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share. An additional 300,000 shares of Common Stock were issued at $0.08 per share on May 1, 2024.

 

On April 2, 2024, we issued a promissory note to David Zevetchin, who we reasonably believed to be an accredited investor, in the principal amount of $45,000. This promissory note bears interest at a rate of 10% per annum. As of the date of this prospectus, the maturity date of this promissory note is September 28, 2024, beyond which date we agreed to issue 200,000 shares of Common Stock to David Zevetchin for every 30 days payment remains outstanding.

 

On February 29, 2024, we issued 20,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.10 per share. An additional 20,000 shares were issued on March 31, 2024 at a price of $0.12 per share.

 

On February 16, 2024, we issued 100,000 shares of Common Stock to Richard and Kathryn Krill, who we reasonably believed to be accredited investors, in connection with legal services provided to us. The shares were issued at $0.11 per share.

 

On February 16, 2024, we issued 200,000 shares of Common Stock to Nick Clevenger, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.

 

On February 16, 2024, we issued 50,000 shares of Common Stock to Michael Morfit, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.

 

On February 13, 2024, we issued 1,000,000 shares of Common Stock to Diane Zizzadoro, who we reasonably believed to be an accredited investor, in connection with a Securities Purchase Agreement with us. The shares were issued at $0.15 per share.

 

On February 4, 2024, we issued 2,745 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.07 per share.

 

On February 1, 2024, we issued 350,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.07 per share. An additional 1,500,000 shares of Common Stock were issued at $0.10 on February 1, 2024 in connection with settlement of short-term debt with us.

 

On February 1, 2024, we issued a promissory note to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, in the principal amount of $80,000. This promissory note bears interest at a rate of 10% per annum and has a maturity date of November 1, 2024.

 

On February 1, 2024, we issued 470,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.

 

On January 31, 2024, we issued 20,000 shares of Common Stock to Dennis Beckert who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.07 per share.

 

On January 1, 2024, we issued 12,500 shares of Common Stock to Hattie Corrine Couch who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.10 per share. An additional 12,500 shares of Common Stock were issued on February 1, 2024 at a share price of $0.07 per share.

 

On December 31, 2023, we issued 12,500 shares of Common stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.10 per share.

 

On December 20, 2023, we issued 225,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.

 

On December 5, 2023, we issued 750,000 shares of Common Stock to AJB Capital Investments LLC, who we reasonably believed to be an accredited investor, in connection to an amendment to that May 2023 financing note. The shares were issued at $0.10 per share.

 

 

 

On November 30, 2023, we issued 20,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The November 30, 2023 shares of Common Stock were issued at $0.11 per share, with an additional 20,000 shares of Common Stock issued on December 31, 2023 and an additional 25,000 shares of Common Stock issued on January 1, 2024 at a share price of $0.10 and $0.10 respectively.

 

On November 17, 2023, we issued 187,500 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.11 per share.

 

On November 15, 2023, we issued 125,000 shares of Common stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.11 per share.

 

On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.

 

On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. An additional 250,000 shares of Common Stock have been issued to date in connected to this note. The Common Stock issued on November 1, 2023 were issued at $0.14 per share. The additional 125,000 shares of Common Stock issued on December 1, 2023 and January 1, 2024, issued at $0.10 per share, and $0.10 per share respectively.

 

On October 6, 2023, we issued 650,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.13 per share.

 

On October 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.

 

On September 30, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.14 per share.

 

On September 27, 2023, we issued 200,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date from a short-term loan with us. The shares were issued at $0.14 per share.

 

On September 12, 2023, we issued 600,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.

 

On September 6, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.11 per share.

 

On September 6, 2023, we issued 75,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.11 per share.

 

On September 4, 2023, we issued 850,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

On September 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

 

 

 

On August 31, 2023, we issued 350,000 shares of Common Stock to Nobadeer Ventures LLC in connection with our capital structure. The shares were issued at $0.12 per share.

 

On August 31, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

On August 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.

 

On August 7, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.

 

On August 5, 2023, we issued 200,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.

 

On August 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On August 1, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.11 per share.

 

On August 1, 2023, we issued 1,944 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share. 

 

On July 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.10 per share.

 

On July 8, 2023, we issued 150,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.09 per share.

 

On July 5, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.15 per share.

 

On July 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.

 

On July 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.09 per share.

 

 

 

 

On June 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.16 per share.

 

On June 7, 2023, we issued 200,000 common shares to Teresa Mannello in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.

 

On June 2, 2023, we issued 200,000 common shares to John Gagas in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.

 

On June 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.

 

On June 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.

 

On May 31, 2023, we issued 198,000 shares of Common Stock to Richard Zannotti in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.

 

On May 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On May 5, 2023, the Company issued 198,000 shares of Common Stock to Gary Gauer in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.

 

On May 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On May 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo, who we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement. The shares were issued at $0.12 per share.

 

On April 13, 2023, we issued 5,833 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.12 per share.

 

On April 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

 

 

 

On April 9, 2023, we issued 550,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.

 

On April 6, 2023, we issued 550,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.

 

On April 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On April 1, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

On March 9, 2023, we issued 250,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.

 

On March 6, 2023, we issued 250,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.

 

On March 2, 2023, we issued 3,403 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.108 per share.

 

On February 28, 2023, we issued 2,000,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, at a price of $0.05 per share on the conversion of loans totaling $100,000.

 

On February 16, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.

 

On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo, wo we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement The shares were issued at $0.12 per share.

 

On February 10, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.

 

On January 31, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.12 per share.

 

On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share.

 

On January 27, 2023, we issued 80,000 shares of Common Stock to Marianne Ligozio pursuant to the conversion of 80,000 shares of Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.

 

 

 

On January 26, 2023, we issued 100,000 shares of Common Stock to Geoffrey Grzywinski pursuant to the conversion of 100,000 Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.

 

On January 12, 2023, we issued 125,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.

 

On January 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.

 

On January 3, 2023, we issued 12,500 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.15 per share.

 

On December 10, 2022, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his agreement to extend the maturity date on a short-term promissory note with us.

 

On December 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services, pursuant to the terms of our independent consultant agreement with her. The shares were issued at a price of $0.15 per share.

 

On December 1, 2022, we issued 150,000 shares of Common Stock to Erwin Vahlsing, Jr. as compensation for prior work performed for us. The shares were issued at a price of $0.15 per share.

 

On November 10, 2022, we issued 150,000 shares of Common Stock to Joseph Zizzadoro as partial inducement to enter into a short-term note with us. The shares were issued at $0.11 per share.

 

On October 27, 2022, we issued 250,000 shares of Common Stock to Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for the services she would provide to us as Chief Operating Officer. The shares were issued at a price of $0.15 per share.

 

On September 30, 2022, we sold 750,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in settlement of $175,000 of accounts payable. The shares were issued at $0.233 per share.

 

On September 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.

 

On September 17, 2022, we issued 50,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.05 per share.

 

On August 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch for services rendered to us as a consultant. The shares were issued at a price of $0.15 per share.

 

On July 1, 2022, we issued 854,546 shares of Common Stock to Nobadeer Ventures LLC, an entity which we reasonably believed was an accredited investor, in settlement of $47,000 of accounts payable. The shares were issued at $0.055 per share.

 

On June 30, 2022, we issued 1,800,000 shares of Common Stock to Xavier Mimaud, who we reasonably believed to be an accredited investor, in settlement of $248,600 of stock to be issued liability. The shares were issued at $0.14 per share.

 

On June 30, 2022, we issued 3,200,000 shares of Common Stock to Adam and Paul Cavise, who we reasonably believed to be accredited investors, in settlement of $358,432 of notes and accrued interest. The shares were issued at $0.11 per share.

 

 

 

On June 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.

 

On June 30, 2022, we issued 800,000 shares of Common Stock to Debourah Mattatall, who we reasonably believed to be an accredited investor, in settlement of $148,331 of notes, and accrued interest held personally and by her companies, Epworth Corp. and Harris-Lake Inc. The shares were issued at $0.19 per share.

 

On June 30, 2022, we issued 3,000,000 shares of Common Stock to Mark and Michael Del Priore, who we reasonably believed to be accredited investors, in settlement of $950,966 of notes, accrued interest, and accounts payable. The shares were issued at $0.32 per share.

 

On May 1, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch, for consulting services rendered to us. The shares were issued at a price of $0.15 per share.

 

On April 11, 2022, we issued 133,333 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, a consultant and accredited investor, for services rendered to us. The shares were issued at a price of $0.15 per share.

 

On March 3, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch for consulting services rendered to us. The shares were issued at a price of $0.15 per share.

 

On February 18, 2022, we issued 3,076,923 shares of Common Stock to AJB Capital, an accredited investor, as collateral for the potential conversion of a note of even date issued by AJB Capital. The shares were issued at $0.133 per share.

 

In August 2021, we issued 500,000 shares of Common Stock to Erwin Vahlsing, Jr., our former Director and Chief Financial Officer, for services he rendered to us as Chief Financial Officer. The shares were issued at a price of $0.02 per share.

 

(b)

Warrants.

 

On February 1, 2024, we issued warrants to David Zevetchin to purchase 2,000,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

On February 1, 2024, we issued warrants to Joseph Zizzadoro to purchase 1,000,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

On February 15, 2024, we issued warrants to Nate Apgar to purchase 20,000 shares of the Company’s common stock for professional services. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

On February 29, 2024, we issued warrants to Joseph Zizzadoro to purchase 220,000 shares of the Company’s common stock as repayment consideration in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

On August 1, 2024, we issued warrants to David Zevetchin to purchase 450,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

On November 1, 2024, we issued warrants to Joseph Zizzadoro to purchase 200,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.

 

 

 

 

2023 Bridge Financing

 

On May 5, 2023, in addition to the 2023 AJB Note, we issued the 2023 Warrants to AJB Capital, which entitled the holder to purchase up to 9,000,000 shares of the Common Stock at an exercise price of $0.001 per share. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full.

 

On November 21, 2024, we entered into the Second Amendment to the 2023 AJB Note, pursuant to which we issued pre-funded warrants to AJB Capital, which entitled the holder to purchase up to 1,500,000 shares of Common Stock at an exercise price of $0.001 per share. Such exercise price was pre-funded to the Company. These pre-funded warrants are exercisable any time after the date of issuance until November 21, 2029. These pre-funded warrants may also be exercised in full or in part by means of a cashless exercise, pursuant to the terms thereto.

 

On December 31, 2024, we entered into the Third Amendment to the 2023 AJB Note, we issued pre-funded warrants to AJB Capital, which entitled the holder to purchase up to 1,000,000 shares of Common Stock at an exercise price of $0.00001 per share. Such exercise price was pre-funded to the Company. These pre-funded warrants are exercisable any time after the date of issuance until December 31, 2029. These pre-funded warrants may also be exercised in full or in part by means of a cashless exercise, pursuant to the terms thereto.

 

Our aggregate gross proceeds from the 2023 Bridge Financing were $270,000, which we used to pay for general operating costs and auditing and attorney’s fees pertaining to the filing of this registration statement.

 

2022 Bridge Financing

 

On February 18, 2022, in addition to the 2022 AJB Note, we issued the 2022 Warrants to AJB Capital in connection with that certain 2022 AJB Note (as defined below), to purchase up to 2,500,000 shares of Common Stock at an exercise price of $0.20 per share, with a 5-year exercise period. The number of shares underlying the 2022 Warrants and exercise price of the 2022 Warrants were subject to adjustment as provided therein.

 

Pursuant to the 2022 Bridge Financing Amendment, we entered into the 2022 AJB Note Amendment, which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.

 

Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000, which we used to pay for general operating costs.

 

The issuance of the securities listed above were deemed exempt from registration under Regulation D, in that the issuance of the securities were made to an accredited investor and did not involve a public offering. AJB Capital represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

 

Warrants issued to AGES

 

We previously entered into the 2021 Engagement Letter with AGES, an investment bank and accredited investor, to act as our non-exclusive financial advisor with respect to certain Proposed Offerings. Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.

 

The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering. Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.

 

We entered into the 2022 Engagement Letter, which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000. 

 

We entered into the Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.

 

 

 

 

We entered into the Second Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share.

 

In 2023, with our consent, AGES assigned a certain number of warrants issued pursuant to the 2021 Engagement Letter, Amended 2021 Engagement Letter, Second Amended 2021 Engagement Letter, and 2022 Engagement Letter to those Selling Shareholders identified in the “Selling Shareholders” section.

 

Warrants issued as compensation and in settlement of liabilities

 

On June 30, 2022, we issued warrants to Paul Cavise, who we reasonably believed to be an accredited investor, in settlement of our outstanding loans and accrued consulting fees. These warrants have a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.

 

In 2022, we issued several warrants to Nathaniel Apgar, who we reasonably believed to be an accredited investor, as partial consideration of the consulting services he provided to us. These warrants have a five-year exercise period and an exercise price $0.15. The number of shares of Common Stock underlying these warrants total 50,000.

 

On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.

 

On December 31, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, pursuant to his separation agreement with us. This warrant has a five-year exercise period and an exercise price of $0.20. The number of shares of Common Stock underlying these warrants total 250,000.

  

(c)             Notes.

 

On June 9, 2021, we issued that certain convertible promissory note to Westmount Park Investments Inc. (“WPI”), which we reasonably believed to be an accredited investor, in the principal amount of $52,500, a two-year maturity date, and 10% interest rate (the “WPI Note”). The WPI Note allowed for conversion at the option of the holder for the total amount outstanding on the note into Common Stock at $0.025 per share. The WPI Note also permitted WPI to, at its option and in addition to conversion into Common Stock, convert the total amount outstanding on the note into warrants to purchase our Common Stock, each with an exercise price of $0.05 per share of Common Stock underlying the warrant. We repaid the WPI Note in full in April 2022.

 

The issuance of the WPI Note was deemed exempt from registration under Rule 506(b) of Regulation D, in that the issuance of the note was made to an accredited investor and did not involve a public offering. WPI represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)        Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.

 

(b)        Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.

 

 

 

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 

 

 

(5) That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut on the 10^th day of February 2025.

 

	GO GREEN GLOBAL TECHNOLOGIES CORP.
	By:	/s/ Danny G. Bishop
		Danny G. Bishop
		President and Chief Executive Officer (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Capacity in Which Signed		Date
/s/ Danny G. Bishop		President, Chief Executive Officer, Chief Financial Officer, and Director		February 10, 2025
Danny G. Bishop		(Principal Financial Officer and Principal Accounting Officer)
/s/ Hattie Corrine Couch		Chief Operating Officer and Director		February 10, 2025
Hattie Corrine Couch
/s/ John E. D’Alessandro		Director		February 10, 2025
John E. D’Alessandro, Jr.
/s/ Dennis Beckert		Director		February 10, 2025
Dennis Beckert

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
3.1*		Articles of Incorporation of Photomatica, Inc.
3.2*		Certificate of Amendment to Articles of Incorporation of Photomatica, Inc.
3.3*		Certificate of Amendment to Articles of Incorporation of Secure Runway Systems Corp.
3.4*		Certificate of Amendment to Articles of Incorporation of Diversified Secure Ventures Corp.
3.5*		Certificate of Designation of Registrant filed on March 26, 2013
3.6*		Certificate of Amendment to Articles of Incorporation of the Registrant
3.7*		Certificate of Withdrawal of Certificate of Designation filed on August 14, 2014
3.8*		Certificate of Designation of Series A Preferred Stock filed on August 14, 2014
3.9*		Certificate of Amendment to Articles of Incorporation of the Registrant filed on March 19, 2018
3.10*		Certificate of Designation of Series B Preferred Stock filed on March 19, 2018
3.11*		Certificate of Amendment to Articles of Incorporation filed on May 6, 2024
3.12*		Certificate of Amendment to Designation of Series B Preferred Stock filed on May 29, 2024
3.13*		Certificate of Amendment to Designation, Preferences, and Rights of Series A Preferred Stock filed on June 3, 2024
3.14*		Bylaws of Photomatica, Inc.
3.15*		Certificate of Amendment of the Bylaws of the Registrant
3.16*		Amended and Restated Bylaws of the Registrant
4.1*		Promissory Note to AJB Capital Investments LLC
4.2*		Amendment to Promissory Note between the Company and AJB Capital Investments LLC dated June 7, 2024
4.3*		Promissory Note between the Company and AJB Capital Investments LLC dated August 6, 2024
4.4*		Promissory Note between the Company and AJB Capital Investments LLC dated November 1, 2024
5.1**		Opinion of Sichenzia Ross Ference Carmel LLP
10.1*		Asset Purchase Agreement dated as of May 2017, between the Registrant and Salvatore Mario Pandolfo
10.2*		Amendment to Asset Purchase Agreement dated as of June 2019, between the Registrant and Salvatore Mario Pandolfo
10.3*		First Amended and Restated Asset Purchase Agreement dated as of February 16, 2023, between the Registrant and Salvatore Mario Pandolfo
10.4*		Employment Agreement between the Registrant and Danny G. Bishop
10.5*		Independent Contractor Agreement between the Registrant and Hattie Corrine Couch
10.6*		Director Agreement between the Registrant and Dennis Beckert
10.7*+		Distribution Agreement between the Registrant and CALCLEAR Investments PTY Limited
10.8*		Cancellation and Consolidation Agreement between the Registrant and David Zevetchin
10.9*		Cancellation and Consolidation Agreement between the Registrant and Joseph Zizzadoro
10.10*		First Amendment to the Cancellation and Consolidation Agreement between the Registrant and David Zevetchin
10.11*+		Employment Agreement with Michael Tavolacci
10.12*		Lease Agreement with Kenosia Properties, LLC
10.13**		Extension to Thirty (30) Day Promissory Note between the Registrant and David Zevetchin
10.14**		Six Month Promissory Note between the Registrant and David Zevetchin
10.15**		Second Amendment to the Promissory Note between the Registrant and AJB Capital Investments LLC
10.16**		Third Amendment to the Promissory Note between the Registrant and AJB Capital Investments LLC
23.1**		Consent of RBSM LLP dated February 10, 2025
107*		Filing Fee Table

__________________

	*	Filed previously.
	**	Filed herewith.
	+	Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 

 

 

 

Exhibit 5.1

 

 

February 10, 2025

 

Go Green Global Technologies Corp.

22 Kenosia Avenue, Unit 9

Danbury, CT 06810

 

Re: Common Stock registered under Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

Go Green Global Technologies Corp., a Nevada corporation (the “Company”), has filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering for resale under the Securities Act of 1933, as amended (the “Securities Act”), by the selling shareholders named in the prospectus (“Prospectus”) contained in the Registration Statement (i) an aggregate of 13,171,136 of the Company’s common stock, par value $0.001 per share (the common stock referred to in clause (i) of this paragraph, “Shares”) previously issued to certain selling shareholders as set forth in more detail on the cover page of the Prospectus, and (ii) 23,600,000 shares of common stock issuable upon the exercise of pre-funded warrants and warrants (such shares, the “Warrant Shares,” and such pre-funded warrants and warrants, collectively, the “Warrants”) previously issued to certain selling shareholders as set forth in more detail on the cover page of the Prospectus.

 

We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

 

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

 

Based upon the foregoing, and subject to the additional qualifications set forth below, we advise you that, in our opinion that (i) the Shares are validly issued, fully paid, and non-assessable, and (ii) the Warrant Shares, when issued upon the exercise of the Warrants and upon the Company’s receipt of payment of the exercise price therefore, will be validly issued, fully paid and non-assessable.

 

The opinions expressed in this opinion letter are limited to the Private Corporations Law of the State of Nevada and the reported judicial decisions interpreting such statute and provisions and the laws of the state of New York and the federal laws of the United States of America. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws of the State of Nevada; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. 

 

Very truly yours,

 

/s/ Sichenzia Ross Ference Carmel LLP

 

Sichenzia Ross Ference Carmel LLP

  

 

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 

Exhibit 10.13

 

EXTENSION TO THIRTY (30) DAY PROMISSORY NOTE

 

 

Principal Total: $59,483.40

Original Issue Date: April 2, 2024

Date of Extension: September 30, 2024

Extended Date of Maturation: November 30, 2024

 

 

FOR VALUE RECEIVED, the undersigned, Go Green Global Technologies, Corp., (“Borrower”), promises to pay to the order of David Zevetchin or his successors or assigns (“Lender”), on or before the date (the “Maturity Date”) which is ninety (90) days from the date of this extension in the amount of Fifty Nine Thousand Four Hundred and Eighty Three dollars and Forty cents ($59,483.40) plus Ten Percent (10%) Interest per annum, payable in full at the maturation of the note.

 

For consideration of this Note, Lender will receive 200,000 shares of restricted common stock for every thirty (30) days that the Note is outstanding. The Borrower shall issue to the Lender the appropriate amount of pro-rated restricted common stock at such time of payment of the principal amount of the Note, should the Note be repaid before November 30, 2024.

 

The Borrower reserves the right to prepay this Note, in whole or in part, prior to the Due Date with no prepayment penalty.

 

The delay or failure to exercise any right hereunder shall not waive such right. The undersigned hereby waives demand, presentment, protest, notice of dishonor or non-payment, notice of protest, and all delays or lack of diligence in collection hereof and assents to each and every extension or postponement of the time of payment or other indulgence.

 

In the event of default hereunder such that this Note is placed in the hands of an attorney for collection (whether or not suit is filed), or if this Note is collected by suit or legal proceedings or through bankruptcy proceedings, Borrower agrees to pay reasonable attorney’s fees and expenses of collection.

 

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut. Exclusive jurisdiction relating to this Note shall vest in courts located in the State of Connecticut. Process may be served by a recognized overnight carrier to Borrower: 22 Kenosia Avenue, Unit 9, Danbury, CT 06801.

 

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Note the date and year first above written.

 

 

***signature page to follow***

 

 

 

 

 

 

Go Green Global Technologies Corp.

/s/ Danny Bishop

Name: Danny Bishop

Title: CEO

Date Signed: 10/24/2024

 

 

 

Lender

/s/ David Zevetchin

Name: David Zevetchin

Date Signed: 10/22/2024

 

 

 

 

 

 

 

 

 

Exhibit 10.14

 

SIX MONTH PROMISSORY NOTE

 

 

Principal Amount: $30,000.00

Original Issue Date: November 19, 2024

Date of Maturation: May 19, 2025

 

FOR VALUE RECEIVED, the undersigned, Go Green Global Technologies, Corp., (“Borrower”), promises to pay to the order of David Zevetchin or his successors or assigns (“Lender”), on or before the date (the “Maturity Date”) which is six (6) from the date of receipt of funds in the amount of Thirty Thousand dollars ($30,000.00) plus Ten Percent (10%) Interest per annum, payable in full at the maturation of the note.

 

For consideration of this Note, Lender will receive 500,000 shares of common stock.

 

The Borrower reserves the right to prepay this Note, in whole or in part, prior to the Due Date with no prepayment penalty. Borrower agrees to prepay this Note prior to the Due Date upon raising an amount of $1M, either debt or equity raise.

 

The delay or failure to exercise any right hereunder shall not waive such right. The undersigned hereby waives demand, presentment, protest, notice of dishonor or non-payment, notice of protest, and all delays or lack of diligence in collection hereof and assents to each and every extension or postponement of the time of payment or other indulgence.

 

In the event of default hereunder such that this Note is placed in the hands of an attorney for collection (whether or not suit is filed), or if this Note is collected by suit or legal proceedings or through bankruptcy proceedings, Borrower agrees to pay reasonable attorney’s fees and expenses of collection.

 

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut. Exclusive jurisdiction relating to this Note shall vest in courts located in the State of Connecticut. Process may be served by a recognized overnight carrier to Borrower: 22 Kenosia Avenue, Unit 9, Danbury, CT 06810.

 

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Note the date and year first above written.

 

 

***signature page to follow***

 

 

 

 

 

 

Go Green Global Technologies Corp.

/s/ Danny Bishop

Name: Danny Bishop

Title: CEO

Date Signed: 11/19/2024

 

 

Lender

/s/ David Zevetchin

Name: David Zevetchin

Date Signed: 11/19/2024

 

 

 

 

 

 

 

 

Exhibit 10.15

 

November 21, 2024

 

Go Green Global Technologies Corp.

5 Production Drive

Brookfield, CT 06804

Attn: Danny G. Bishop

VIA ELECTRONIC EMAIL

 

Dear Danny:

 

Reference is made to that certain (i) Securities Purchase Agreement, dated May 5, 2023 (the “SPA”), by and between Go Green Global Technologies Corp., a Nevada corporation (the “Company”), and AJB Capital Investments, LLC, a Delaware limited liability company (the “Buyer”), and (ii) 15% Promissory Note of the Company issued in favor of the Buyer, dated May 5, 2023, in the original principal amount of US$300,000.00 (as amended from time to time, the “Note”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the SPA or Note, as applicable.

 

In recognition of the consideration provided by the Company under this Letter Agreement, the Buyer has consented to extend the Maturity Date of the Note to December 20, 2024 as reflected in the amendment attached as Exhibit A to this Letter Agreement (the “Note Amendment”). In exchange for such extension, the Company agrees to issue to Buyer as consideration therefor a pre-funded warrant in the form attached Exhibit B to this Letter Agreement (the “Warrant”) to purchase up to 1,500,000 shares of the Common Stock (the “Warrant Shares”), subject to adjustment as provided therein.

 

The Buyer shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction may be waived by Buyer, in whole or in part, upon sixty-one (61) days' prior written notice as provided in the Warrant.

 

In the event that all amounts of indebtedness the Company has borrowed from the Holder, including the Note and all other promissory notes and any other instrument pursuant to which the Company has borrowed any sum from Holder, has been repaid in full (including all principal amounts and all accrued and unpaid interest thereon) on or prior to December 5, 2024, the Company shall have the right to redeem 500,000 of the Warrant Shares for an amount payable by the Company to the Buyer in cash of an aggregate of one ordinary U.S. dollar ($1.00), as further provided in the Warrant.

 

The Company hereby represents and warrants to the Buyer that (i) it has all requisite corporate power and authority to enter into and perform this Letter Agreement and to consummate the transactions contemplated hereby and to issue the Warrant and the Common Stock exercisable therefor, in accordance with the terms hereof and thereof; (ii) the execution and delivery of this Letter Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized and require no further consent or authorization; (iii) this Letter Agreement will constitute upon execution and delivery by the Company a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (iv) the shares issuable under the Warrant are duly authorized for issuance and, upon issuance thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof. The Company further represents and warrants and covenants to the Buyer that nothing contained herein or otherwise disclosed to the Buyer by the Company connection herewith constitutes material non-public information. As of the date hereof, the Company shall have disclosed all material, non-public information (if any) provided up to the date hereof to the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not previously been publicly disclosed by the Company in a filing with the Securities and Exchange Commission.

 

Except as expressly provide in this Letter Agreement or the Note Amendment, all other terms, conditions, and provisions of the Note and the SPA shall remain in full force and effect.

 

 

 

This Letter Agreement is limited to the matters expressly set forth herein and should not be construed as an indication that the Buyer has agreed to any other modifications to, consents of, or waivers of any other terms or provisions of any document described herein, or of the terms of any other agreement, instrument or security or any modifications to, consents of, or waivers of any default that may exist or occur thereunder.

 

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. Any dispute arising under or relating to or in connection with this Letter Agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal courts located in New York. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

 

Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Buyer hereby consents to the Note Amendment.

Signatures Follow

 

 

 

 

 

 

Sincerely,

 

AJB Capital Investments LLC

 

By: AJB Capital Managers LLC, its manager

 

 

By: /s/ Ari Blaine                          

Name: Ari Blaine

Its: Manager

 

 

 

Acknowledged and Agreed:

 

Go Green Global Technologies Corp.

 

By: /s/ Danny G. Bishop              

Name: Danny G. Bishop

Title: Chief Executive Officer

 

 

 

EXHIBIT A

 

Note Amendment

 

See Attached

 

 

 

 

 

 

SECOND AMENDMENT TO

PROMISSORY NOTE

 

This SECOND AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”), is dated as of November 21, 2024, by and between GO GREEN GLOBAL TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 5 Production Drive, Brookfield, CT 06804 (the “Borrower”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company, with its address at 2455 Hollywood Blvd, Suite 311, Hollywood, FL 33020 (the “Holder”).

 

WHEREAS:

 

	A.	The Borrower has previously issued a 15% Promissory Note to the Holder in the original principal amount of $300,000, dated as of May 5, 2023 (as amended from time to time, the “Existing Note”).

	B.	Section 4.3 of the Existing Note provides that the Existing Note may be amended only if such amendment is in writing and signed by the Borrower and the Holder.

	C.	The repayment of the amounts owed by Borrower under the Existing Note is secured by a Security Agreement dated May 5, 2023 (the “Security Agreement”).

	D.	The Borrower and the Holder have agreed to amend the Existing Note to extend the Maturity Date thereunder, but only to the extent, in accordance with the terms, subject to the conditions, and in reliance upon the representations and warranties set forth in this Amendment. The Existing Note, together with this Amendment shall collectively be referred to as the “Note.”

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Borrower and the Holder hereby agree as follows:

 

1. Defined Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to such terms in the Existing Note, except as otherwise provided in this Amendment.

 

2. Amendments. Any reference made in the Existing Note or in any Transaction Document to the “Maturity Date” is hereby deemed to mean December 20, 2024.

 

3. Limitation of Amendment. The amendments set forth in Section 2 are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any additional amendment, waiver or modification of any other term or condition of the Existing Note or any other Transaction Document, or (ii) otherwise prejudice any right or remedy which Holder may now have or may have in the future under or in connection with the Note or any other Transaction Document, including with respect to any Events of Default existing on the date hereof. This Amendment shall be construed in connection with and as part of the Note. All terms, conditions, representations, warranties, covenants and agreements set forth in the Existing Note and the other Transaction Documents, except as explicitly amended by this Amendment, are hereby ratified and confirmed and shall remain in full force and effect.

 

4. Note Secured by Security Agreement. The Borrower and the Holder affirm and agree that the Note, as amended by this Amendment, is secured by the Security Agreement.

 

5. Miscellaneous.

 

a. Integration. This Note (as amended) together with the Transaction Documents, represent the entire agreement and understandings of the parties about this subject matter and supersede prior or contemporaneous negotiations or agreements. For purposes of clarity, nothing in this Amendment shall modify the terms of any Transaction Document except as expressly provided herein. This Note (as amended) shall constitute one of the Transaction Documents and the governing law, jury waiver and judicial reference provisions of the Transaction Documents are incorporated herein by this reference and shall apply to this Amendment as though set for the in full.

 

 

 

b. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

c. No Novation. Borrower agrees that this Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction of the Existing Note or any indebtedness evidenced thereby.

 

 

[signature page follows]

.

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned Borrower and the Holder have caused this Amendment to be duly executed as of the date first above written.

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

 

By:/s/ Danny G. Bishop                          

Name: Danny G. Bishop

Title: Chief Executive Officer

 

 

 

AJB CAPITAL INVESTMENTS LLC

 

By: AJB Capital Managers LLC, its manager

 

 

By: /s/ Ari Blaine                                     

Name: Ari Blaine 

Title: Manager

 

 

 

 

EXHIBIT B

 

Form of Pre-Funded Warrant

 

See Attached

 

 

 

 

 

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

Warrant Shares: 1,500,000

November 21, 2024

 

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AJB Capital Investments LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 21, 2024 (the “Issue Date”) and until November 21, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Go Green Global Technologies Corp., a Nevada corporation (the “Company”), up to 1,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 5, 2023 among the Company and the Holder with respect to the purchase and sale of securities, including this Warrant; provided, for the avoidance of doubt, that the Warrant and the Warrant Shares issuable hereunder shall be deemed to be part of the “Securities” as defined in the Purchase Agreement.

 

Section 2. Exercise.

 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink- original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Issue Date, which may be delivered at any time after the Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

 

 

b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

 

 

“Trading Market” means, the principal securities market on which the Common Stock is then listed or traded.

 

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

 

 

 

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

 

 

 

 

 

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e). Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the 1933 Act. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

 

 

 

Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. If the Company at any time while this Warrant is outstanding combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, no adjustments to the Exercise Price or number of shares issuable upon exercise of this Warrant shall be made hereunder. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

 

 

 

d) Fundamental Transaction.

 

If, at any time while the Warrants are outstanding,

 

(i)

the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person;

 

(ii)

the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions;

 

(iii)

any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the Company’s shares of Common Stock or 50% or more of the total voting power of the Company’s shares of Common Stock;

 

(iv)

the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or

 

(v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires 50% or more of the Company’s shares of Common Stock or 50% or more of the total voting power of the Company’s shares of Common Stock (each a “Fundamental Transaction”),

 

then, upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or depositary shares representing those shares, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

 

 

 

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

 

“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non- cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) three (3) Trading Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

 

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”), to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to such Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value this Warrant had immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

 

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

 

 

f) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 4. Transfer of Warrant.

 

a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

 

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

Section 5. Certain Covenants.

 

a) Registration Rights. No later than the date that is ninety (90) days from the Issue Date, the Company shall file a registration statement including all shares issuable upon exercise of this Warrant, and shall cause such registration statement to be declared effective within one hundred eighty (180) days from the Issue Date.

 

b) Redemption. Notwithstanding any provision in this Warrant to the contrary, in the event that all amounts of indebtedness the Company has borrowed from the Holder, including the Note and all other promissory notes and any other instrument pursuant to which the Company has borrowed any sum from Holder, has been repaid in full (including all principal amounts and all accrued and unpaid interest thereon) on or prior to December 5, 2024 the Company shall have the right to redeem 500,000 of the Warrant Shares by paying to the Holder $1.00 (the “Redemption Price”). In the event the Company elects to exercise such redemption right, the Company shall pay the Redemption Price to the Holder in cash (provided; the Holder may waive receipt of such amount in its sole discretion). Upon Holder’s receipt of such cash payment (or waiver thereof) in accordance with the immediately preceding sentence, the amount of Warrant Shares remaining shall be immediately reduced by 500,000 without any further action on the part of the Company or the Holder.

 

Section 6. Miscellaneous.

 

a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

 

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

 

d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

 

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

 

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

 

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

 

 

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

 

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

(Signature Page Follows)

 

 

 

 

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

 

By:/s/ Danny G. Bishop                         

Name: Danny G. Bishop 

Title: Chief Executive Officer/President

 

 

 

 

 

 

 

EXHIBIT A

NOTICE OF EXERCISE

 

TO: GO GREEN GLOBAL TECHNOLOGIES CORP.

 

(1)

The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant dated November 21, 2024 (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2)

Payment shall take the form of (check applicable box):

 

[ ] in lawful money of the United States, payable to the Company; or

 

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

  

____________________________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

____________________________________________________

 

____________________________________________________

  

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:

 

Signature of Authorized Signatory of Investing Entity:

 

Name of Authorized Signatory:

 

Title of Authorized Signatory:

 

Date:

 

 

 

 

 

 

EXHIBIT B

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:

 

Address:

 

Phone Number:

 

Email Address:

 

Dated:

 

Holder’s Signature:

 

Holder’s Address:

 

 

 

 

 

 

 

Exhibit 10.16

 

December 31, 2024

 

Go Green Global Technologies Corp.

5 Production Drive

Brookfield, CT 06804

Attn: Danny G. Bishop

VIA ELECTRONIC EMAIL

 

Dear Danny:

 

Reference is made to that certain (i) Securities Purchase Agreement, dated May 5, 2023 (the “SPA”), by and between Go Green Global Technologies Corp., a Nevada corporation (the “Company”), and AJB Capital Investments, LLC, a Delaware limited liability company (the “Buyer”), and (ii) 15% Promissory Note of the Company issued in favor of the Buyer, dated May 5, 2023, in the original principal amount of US$300,000.00 (as amended from time to time, the “Note”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the SPA or Note, as applicable.

 

In recognition of the consideration provided by the Company under this Letter Agreement, the Buyer has consented to extend the Maturity Date of the Note to January 21, 2025 as reflected in the amendment attached as Exhibit A to this Letter Agreement (the “Note Amendment”). In exchange for such extension, the Company agrees to issue to Buyer as consideration therefor a pre-funded warrant in the form attached Exhibit B to this Letter Agreement (the “Warrant”) to purchase up to 1,000,000 shares of the Common Stock (the “Warrant Shares”), subject to adjustment as provided therein.

 

The Buyer shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction may be waived by Buyer, in whole or in part, upon sixty-one (61) days' prior written notice as provided in the Warrant.

 

The Company hereby represents and warrants to the Buyer that (i) it has all requisite corporate power and authority to enter into and perform this Letter Agreement and to consummate the transactions contemplated hereby and to issue the Warrant and the Common Stock exercisable therefor, in accordance with the terms hereof and thereof; (ii) the execution and delivery of this Letter Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized and require no further consent or authorization; (iii) this Letter Agreement will constitute upon execution and delivery by the Company a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms; and (iv) the shares issuable under the Warrant are duly authorized for issuance and, upon issuance thereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof. The Company further represents and warrants and covenants to the Buyer that nothing contained herein or otherwise disclosed to the Buyer by the Company connection herewith constitutes material non-public information. As of the date hereof, the Company shall have disclosed all material, non-public information (if any) provided up to the date hereof to the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not previously been publicly disclosed by the Company in a filing with the Securities and Exchange Commission.

 

Except as expressly provide in this Letter Agreement or the Note Amendment, all other terms, conditions, and provisions of the Note and the SPA shall remain in full force and effect.

 

 

 

This Letter Agreement is limited to the matters expressly set forth herein and should not be construed as an indication that the Buyer has agreed to any other modifications to, consents of, or waivers of any other terms or provisions of any document described herein, or of the terms of any other agreement, instrument or security or any modifications to, consents of, or waivers of any default that may exist or occur thereunder.

 

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. Any dispute arising under or relating to or in connection with this Letter Agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal courts located in New York. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

 

Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Buyer hereby consents to the Note Amendment.

Signatures Follow

 

 

 

 

 

 

Sincerely,

 

AJB Capital Investments LLC

 

By: AJB Capital Managers LLC, its manager

 

 

By: /s/ Ari Blaine                          

Name: Ari Blaine

Its: Manager

 

 

 

Acknowledged and Agreed:

 

Go Green Global Technologies Corp.

 

By: /s/ Danny G. Bishop              

Name: Danny G. Bishop

Title: Chief Executive Officer

 

 

 

EXHIBIT A

 

Note Amendment

 

See Attached

 

 

 

 

 

 

THIRD AMENDMENT TO

PROMISSORY NOTE

 

This THIRD AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”), is dated as of December 31, 2024, by and between GO GREEN GLOBAL TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 5 Production Drive, Brookfield, CT 06804 (the “Borrower”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company, with its address at 2455 Hollywood Blvd, Suite 311, Hollywood, FL 33020 (the “Holder”).

 

WHEREAS:

 

	A.	The Borrower has previously issued a 15% Promissory Note to the Holder in the original principal amount of $300,000, dated as of May 5, 2023 (as amended from time to time, the “Existing Note”).

	B.	Section 4.3 of the Existing Note provides that the Existing Note may be amended only if such amendment is in writing and signed by the Borrower and the Holder.

	C.	The repayment of the amounts owed by Borrower under the Existing Note is secured by a Security Agreement dated May 5, 2023 (the “Security Agreement”).

	D.	The Borrower and the Holder have agreed to amend the Existing Note to extend the Maturity Date thereunder, but only to the extent, in accordance with the terms, subject to the conditions, and in reliance upon the representations and warranties set forth in this Amendment. The Existing Note, together with this Amendment shall collectively be referred to as the “Note.”

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Borrower and the Holder hereby agree as follows:

 

1. Defined Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to such terms in the Existing Note, except as otherwise provided in this Amendment.

 

2. Amendments. Any reference made in the Existing Note or in any Transaction Document to the “Maturity Date” is hereby deemed to mean January 21, 2025.

 

3. Limitation of Amendment. The amendments set forth in Section 2 are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any additional amendment, waiver or modification of any other term or condition of the Existing Note or any other Transaction Document, or (ii) otherwise prejudice any right or remedy which Holder may now have or may have in the future under or in connection with the Note or any other Transaction Document, including with respect to any Events of Default existing on the date hereof. This Amendment shall be construed in connection with and as part of the Note. All terms, conditions, representations, warranties, covenants and agreements set forth in the Existing Note and the other Transaction Documents, except as explicitly amended by this Amendment, are hereby ratified and confirmed and shall remain in full force and effect.

 

4. Note Secured by Security Agreement. The Borrower and the Holder affirm and agree that the Note, as amended by this Amendment, is secured by the Security Agreement.

 

5. Miscellaneous.

 

a. Integration. This Note (as amended) together with the Transaction Documents, represent the entire agreement and understandings of the parties about this subject matter and supersede prior or contemporaneous negotiations or agreements. For purposes of clarity, nothing in this Amendment shall modify the terms of any Transaction Document except as expressly provided herein. This Note (as amended) shall constitute one of the Transaction Documents and the governing law, jury waiver and judicial reference provisions of the Transaction Documents are incorporated herein by this reference and shall apply to this Amendment as though set for the in full.

 

 

 

b. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

c. No Novation. Borrower agrees that this Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction of the Existing Note or any indebtedness evidenced thereby.

 

 

[signature page follows]

.

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned Borrower and the Holder have caused this Amendment to be duly executed as of the date first above written.

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

 

By:/s/ Danny G. Bishop                          

Name: Danny G. Bishop

Title: Chief Executive Officer

 

 

 

AJB CAPITAL INVESTMENTS LLC

 

By: AJB Capital Managers LLC, its manager

 

 

By: /s/ Ari Blaine                                     

Name: Ari Blaine 

Title: Manager

 

 

 

 

EXHIBIT B

 

Form of Pre-Funded Warrant

 

See Attached

 

 

 

 

 

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

Warrant Shares: 1,000,000

December 31, 2024

 

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AJB Capital Investments LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 31, 2024 (the “Issue Date”) and until December 31, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Go Green Global Technologies Corp., a Nevada corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 5, 2023 among the Company and the Holder with respect to the purchase and sale of securities, including this Warrant; provided, for the avoidance of doubt, that the Warrant and the Warrant Shares issuable hereunder shall be deemed to be part of the “Securities” as defined in the Purchase Agreement.

 

Section 2. Exercise.

 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink- original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Issue Date, which may be delivered at any time after the Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

 

 

b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the nominal exercise price of $0.00001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.00001, subject to adjustment hereunder (the “Exercise Price”). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

 

 

“Trading Market” means, the principal securities market on which the Common Stock is then listed or traded.

 

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

 

 

 

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

 

 

 

 

 

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e). Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the 1933 Act. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

 

 

 

Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. If the Company at any time while this Warrant is outstanding combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, no adjustments to the Exercise Price or number of shares issuable upon exercise of this Warrant shall be made hereunder. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

 

 

 

d) Fundamental Transaction.

 

If, at any time while the Warrants are outstanding,

 

(i)

the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person;

 

(ii)

the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions;

 

(iii)

any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the Company’s shares of Common Stock or 50% or more of the total voting power of the Company’s shares of Common Stock;

 

(iv)

the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or

 

(v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires 50% or more of the Company’s shares of Common Stock or 50% or more of the total voting power of the Company’s shares of Common Stock (each a “Fundamental Transaction”),

 

then, upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or depositary shares representing those shares, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

 

 

 

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

 

“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non- cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) three (3) Trading Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

 

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”), to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to such Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value this Warrant had immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

 

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

 

 

f) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 4. Transfer of Warrant.

 

a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

 

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

Section 5. Certain Covenants.

 

a) Registration Rights. No later than the date that is ninety (90) days from the Issue Date, the Company shall file a registration statement including all shares issuable upon exercise of this Warrant, and shall cause such registration statement to be declared effective within one hundred eighty (180) days from the Issue Date.

 

Section 6. Miscellaneous.

 

a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

 

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

 

d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

 

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

 

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

 

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

 

 

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

 

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

(Signature Page Follows)

 

 

 

 

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

GO GREEN GLOBAL TECHNOLOGIES CORP.

 

 

By:/s/ Danny G. Bishop                         

Name: Danny G. Bishop 

Title: Chief Executive Officer/President

 

 

 

 

 

 

 

EXHIBIT A

NOTICE OF EXERCISE

 

TO: GO GREEN GLOBAL TECHNOLOGIES CORP.

 

(1)

The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant dated December 31, 2024 (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2)

Payment shall take the form of (check applicable box):

 

[ ] in lawful money of the United States, payable to the Company; or

 

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

  

____________________________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

____________________________________________________

 

____________________________________________________

  

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:

 

Signature of Authorized Signatory of Investing Entity:

 

Name of Authorized Signatory:

 

Title of Authorized Signatory:

 

Date:

 

 

 

 

 

 

EXHIBIT B

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:

 

Address:

 

Phone Number:

 

Email Address:

 

Dated:

 

Holder’s Signature:

 

Holder’s Address:

 

 

 

 

 

 

 

Exhibit 23.1

 

 

New York Office:   805 Third Avenue New York, NY 10022 212.838.5100   www.rbsmllp.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the inclusion in this Registration Statement on Form S-1 Amendment No. 4 of our report dated May 30, 2024, relating to the financial statements of Go Green Global Technologies Corp. as of and for the years ended December 31, 2023, and 2022 (which report includes an explanatory paragraph regarding the Company’s ability to continue as a going concern).

 

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ RBSM LLP

New York, NY

February 10, 2025

 

 

v3.25.0.1

Cover	9 Months Ended
	Sep. 30, 2024
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 4
Entity Registrant Name	Go Green Global Technologies Corp.
Entity Central Index Key	0001378866
Entity Primary SIC Number	3990
Entity Tax Identification Number	46-0853279
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	22 Kenosia Avenue
Entity Address, Address Line Two	Unit 9
Entity Address, City or Town	Danbury
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06810
City Area Code	866
Local Phone Number	847-3366
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

v3.25.0.1

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 3,445	$ 33,453
Accounts receivable	6,674	0
Prepaid expenses and other current assets	3	0
Total current assets	13	33,453
Fixed assets, net	3,903	5,921
Deposits	6,000	6,000
Operating lease right-of-use asset	78,937	0
Total other assets	88,840	11,921
Total assets	102,459	45,374
Current liabilities:
Accounts payable	822,038	601,631
Accrued interest	77,741	37,804
Accrued expenses	163,640	163,640
Notes payable (net of debt discount of $24,525 and $15,608, respectively)	927,483	982,626
Common stock to be issued	125,160	41,197
Loans from officer	10,309	10,309
Current portion of operating lease liability	11,859	0
Total current liabilities	2,138,230	1,837,207
Operating lease liability, net of current portion	67,369	0
Total long-term liabilities	67,369	0
Total liabilities	2,205,599	1,837,207
Commitments and contingencies (see Note 11)
Stockholders’ deficit
Common stock, $0.001 par value, 500,000,000 and 125,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; and 97,380,590 and 89,101,468 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively	97,381	89,102
Additional paid-in capital	8,390,869	7,289,183
Accumulated deficit	(10,598,590)	(9,177,318)
Total stockholders' deficit	(2,103,140)	(1,791,833)
Total liabilities and stockholders' deficit	102,459	45,374
Series A Convertible Preferred Stock [Member]
Stockholders’ deficit
Preferred stock, value	4,200	4,200
Series B Preferred Stock [Member]
Stockholders’ deficit
Preferred stock, value	$ 3,000	$ 3,000

v3.25.0.1

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Notes payable, net of debt discount	$ 24,525	$ 15,608
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	25,000,000	25,000,000
Preferred stock, shares undesignated	11,000,000	11,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	125,000,000
Common stock, shares issued	97,380,590	89,101,468
Common stock, shares outstanding	97,380,590	89,101,468
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	9,000,000	9,000,000
Preferred stock, shares issued	4,200,000	4,200,000
Preferred stock, shares outstanding	4,200,000	4,200,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	5,000,000	5,000,000
Preferred stock, shares issued	3,000,000	3,000,000
Preferred stock, shares outstanding	3,000,000	3,000,000

v3.25.0.1

Condensed Statements of Operations - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Product Revenue	$ 16,674	$ 0
Costs of goods sold	(16,674)	0
Gross Profit	0	0
Operating expenses:
General and administrative	619,985	385,354
Research and development	0	625,000
Depreciation	2,018	2,016
Total operating expenses	622,003	1,012,370
Loss from operations	(622,003)	(1,012,370)
Other (expense) income:
Interest expense	(839,890)	(1,427,495)
Gain (loss) on debt settlements	40,621	(120,000)
Total other expense	(799,269)	(1,547,495)
Provision for income taxes	0	0
Net loss	$ (1,421,272)	$ (2,559,865)
Per share data
Net loss per share - basic	$ (0.02)	$ (0.03)
Net loss per share - diluted	$ (0.02)	$ (0.03)
Weighted average shares outstanding - basic	94,145,436	77,521,969
Weighted average shares outstanding - diluted	94,145,436	77,521,969

v3.25.0.1

Condensed Statements of Changes in Stockholders' Deficit Unaudited - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 5,176	$ 3,000	$ 72,644	$ 4,543,230	$ (5,723,135)	$ (1,099,085)
Beginning balance, shares at Dec. 31, 2022	5,176,000	3,000,000	72,644,160
Common stock sold			$ 2,000	98,000		100,000
Common stock sold, shares			2,000,000
Common stock issued in connection with debt financing			$ 8,010	946,593		954,603
Common stock issued in connection with debt financing, shares			8,010,000
Common stock issued for acquisition of technology			$ 5,000	463,850		468,850
Common stock issued for acquisition of technology, shares			5,000,000
Common stock issued to employees for compensation			$ 50	6,200		6,250
Common stock issued to employees for compensation, shares			50,000
Common stock issued to vendors for services			$ 380	44,919		45,299
Common stock issued to vendors for services, shares			380,430
Common stock issued in connection with extinguishment of notes payable			$ 2,000	218,000		220,000
Common stock issued in connection with extinguishment of notes payable, shares			2,000,000
Conversion of Convertible Preferred stock into common stock	(976)	0	$ 976	0	0	0
Common stock warrants issued for services				47,263		47,263
Net loss					(2,559,865)	(2,559,865)
Conversion of Convertible Preferred stock into common stock, shares	(976,000)
Conversion of Convertible Preferred stock into common stock, shares			976,000
Cancellation of shares returned by shareholders	$ 0	0	$ (5,000)	5,000	0	0
Cancellation of shares returned by shareholders, shares			(5,000,000)
Issuance of warrants in connection with AJB Note				225,000		225,000
Warrants issued in connection with AJB loan amendment				219,375		219,375
Ending balance, value at Sep. 30, 2023	$ 4,200	$ 3,000	$ 86,060	6,817,430	(8,283,000)	(1,372,310)
Ending balance, shares at Sep. 30, 2023	4,200,000	3,000,000	86,060,590
Beginning balance, value at Dec. 31, 2023	$ 4,200	$ 3,000	$ 89,102	7,289,183	(9,177,318)	(1,791,833)
Beginning balance, shares at Dec. 31, 2023	4,200,000	3,000,000	89,101,468
Common stock sold			$ 1,000	149,000		150,000
Common stock sold, shares			1,000,000
Common stock issued in connection with debt financing			$ 1,795	158,630		160,425
Common stock issued in connection with debt financing, shares			1,795,000
Common stock issued to employees for compensation			$ 220	24,265		24,485
Common stock issued to employees for compensation, shares			220,000
Common stock issued to vendors for services			$ 1,044	114,124		115,168
Common stock issued to vendors for services, shares			1,044,122
Common stock shares issued as extinguishment of notes payable			$ 1,770	126,180		127,950
Common stock shares issued as extinguishment of notes payable, shares			1,770,000
Common stock issued in connection with AJB 2023 note amendment			$ 1,500	189,750		191,250
Common stock issued in connection with AJB 2023 note amendment, shares			1,500,000
Common stock issued in connection with debt forgiveness			$ 450	45,675		46,125
Common stock issued in connection with debt forgiveness, shares			450,000
Common stock issued in connection with issuance of AJB 2024 note			$ 500	25,481		25,981
Common stock issued in connection with issuance of AJB 2024 note, shares			500,000
Common stock warrants issued for services				223		223
Common stock warrants issued in connection with debt financing				268,358		268,358
Net loss					(1,421,272)	(1,421,272)
Ending balance, value at Sep. 30, 2024	$ 4,200	$ 3,000	$ 97,381	$ 8,390,869	$ (10,598,590)	$ (2,103,140)
Ending balance, shares at Sep. 30, 2024	4,200,000	3,000,000	97,380,590

v3.25.0.1

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,421,272)	$ (2,559,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,018	1,974
Common stock issued for and to be issued for services	76,668	45,299
Common stock issued for compensation	24,485	6,250
Common stock warrants issued for services	0	47,263
Common stock issued for acquisition of technology	0	468,850
Financings issued in exchange for professional services	9,223	0
Non-cash interest expenses	768,131	1,302,984
(Gain) loss on extinguishment of debt	(40,621)	120,000
Changes in operating asset and liability account balances:
Accounts receivable	(6,674)	6,635
Prepaid expenses and other current assets	(3,500)	3,599
Right of use asset	1,934	0
Due to related party	0	7,938
Accrued interest	39,936	21,708
Accounts payable and accrued expenses	255,407	0
Lease liability	(1,643)
Total adjustments	1,125,364	2,032,500
Net cash used in operating activities	(295,908)	(527,365)
Cash flows from financing activities:
Proceeds from sale of common stock	150,000	100,000
Proceeds from notes payable	174,000	726,525
Payment of notes payable	(58,100)	(300,000)
Net cash provided by financing activities	265,900	526,525
Net decrease in cash	(30,008)	(840)
Cash at beginning of period	33,453	1,072
Cash at end of period	3,445	232
Supplemental Schedule of Cash Flow Information:
Cash paid for interest	25,775	26,050
Cash paid for income taxes	0	0
Supplemental Schedules of Noncash Investing and Financing Activities:
Establishment of ROU asset and lease liability	80,871	0
Issuance of common stock in connection with settlement of debt	105,000	220,000
Issuance of common stock in connection with promissory notes	160,425	954,603
Issuance of warrants in connection with the promissory notes	268,358	444,375
Common stock to be issued in prior year, issued during the year	$ 38,500	$ 30,500

v3.25.0.1

ORGANIZATION AND OPERATIONS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	NOTE 1 – ORGANIZATION AND OPERATIONS   Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.   Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.   Going Concern Basis of Accounting   The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $10,598,590 as of September 30, 2024, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.   The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.   Uncertainty Due to Geopolitical Events   The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the nine months ended September 30, 2024, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.

v3.25.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Interim Financial Statements   The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.   Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.   Segment Information   Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.   Leases   The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.   Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.   Revenue   The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024.   The Company recognizes revenue after applying the following five steps:   1)      Identification of the contract, or contracts, with a customer, 2)      Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3)      Determination of the transaction price, including the constraint on variable consideration 4)      Allocation of the transaction price to the performance obligations in the contract; and 5)      Recognition of revenue when, or as, performance obligations are satisfied.   Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.   Advertising Costs   Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the nine-month periods ended September 30, 2024 and 2023.   Research and Development   The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $0 and $625,000 in external research and development costs during the nine months ended September 30, 2024 and 2023, respectively.   Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.   Warrants   The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price.   Net loss per Common Share   Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of 31,558,113 and 28,618,113 shares were excluded from the computation of diluted earnings per share for the periods ended September 30, 2024, and December 31, 2023, respectively, because their effects would have been anti-dilutive. Schedule of anti-dilutive securities                     September 30, 2024     December 31, 2023   Warrants     27,358,113       24,418,113   Series A Convertible preferred stock     4,200,000       4,200,000   Total     31,558,113       28,618,113     Related Party Transactions   Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.   The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.   Recently Adopted Accounting Pronouncements   From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.   Accounting Pronouncements Issued but not yet Adopted   In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures.   In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements.   Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

v3.25.0.1

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS   ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:   Level 1 - Quoted prices in active markets for identical assets or liabilities.   Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.   Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.   To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

v3.25.0.1

LEASES	9 Months Ended
	Sep. 30, 2024
Leases
LEASES	NOTE 4 – LEASES   On July 22, 2024, we entered into an operating lease agreement for the principal offices are located at 22 Kenosia Avenue, Danbury, Connecticut, 06810. We pay $1,750 per month in rent for the office space and the rental lease expires July 31, 2029. Rent will be increased by 4% annually.   The right-of-use asset and lease liability for the operating lease consisted of the following:  Schedule of right-of-use asset and lease liability for operating lease                     September 30, 2024     December 31, 2023   Operating right-of-use asset   $ 78,937     $ –   Lease liability (current and long-term)   $ (79,228 )   $ –     As of September 30, 2024, the weighted average remaining lease term was 4.83 years. The weighted average discount rate for the operating lease is 13.85% for the period ended September 30, 2024.   The components of lease expense included on the Company’s statements of operation were as follows:  Schedule of components of lease expense             Operating Lease Expense:   Expense Classification:   For the nine months ended September 30, 2024   Amortization of ROU asset   General and Administrative   $ 1,934   Accretion of operating lease liability   General and Administrative     1,857   Total operating lease expense       $ 3,791     The future minimum lease payments required under leases for the nine months ended September 30, 2024 were as follows:  Schedule of future minimum lease payments         Year ended December 31,   Operating Lease Obligations   2024 (remainder of year)   $ 5,250   2025     21,350   2026     22,204   2027     23,092   2028     24,016   Thereafter     14,331   Total undiscounted operating lease payments     110,243   Less: Imputed interest     (31,015 ) Present value of operating lease liability   $ 79,228

v3.25.0.1

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 5 – NOTES PAYABLE   AJB 2022, 2023 and 2024 Notes   On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.   The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the variable price as defined per note agreement. As of date, there were no events default and therefore the note classified as debt. The note is secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.   During the year ended December 31, 2023, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $34,500, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.   The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022, using the Black Scholes Model with assumptions disclosed within Note 9.   The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.   The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as notes payable in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.    On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 common stock warrants that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed within Note 9. The related debt issuance costs of $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense of the accompanying statement of operations for the year ended December 31, 2023.   The AJB 2022 Note and related accrued interest totaling $314,500 was repaid in full on March 9, 2023.   On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000. The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on November 5, 2023. The note maturity term was further extended numerous times and the AJB 2023 Note will now mature on November 8, 2024, with an increased interest rate up to 15% upon the extension date. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2023 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2023 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2023 Note.   The AJB 2023 warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023, using the Black Scholes Model with assumptions disclosed within Note 9.   The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.   The allocated value of the AJB 2023 Warrants was $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the nine months ended September 30, 2024. The debt discount was fully amortized as of November 5, 2023.   On June 7, 2024, the Company and AJB Capital Investments entered into the First Amendment to the Promissory Note, effectively extending the maturity of the 2023 AJB Note to November 8, 2024 and agreeing to issue the noteholder 1,500,000 shares of common stock in connection with the extension. These shares were issued on June 7, 2024 at a fair value of $0.13 per share and aggregated fair value of $191,250. Such common stock shares issued are being accounted for as debt extinguishment and recognized as interest expense in the accompanying statement of operation for the nine months ended September 30, 2024. As of September 30, 2024, the net carrying amount of the 2023 AJB Note was $300,000.   On August 6, 2024, the Company entered into a Securities Agreement (the “2024 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $90,000 (“AJB 2024 Note”), which includes an aggregate $9,000 original issue discount in respect of the Note; (ii) a total of 500,000 Commitment Fee Shares. These shares were issued on August 6, 2024 at a fair value of $0.09 per share and aggregated fair value of $44,500. The aggregate gross proceeds for the sale of the AJB 2024 Note and AJB 2024 Commitment Fee Shares was $81,000.   The AJB 2024 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing on a monthly basis and payable at maturity. All principal and interest owing hereunder shall be due and owing on February 6, 2025. Any amount of principal or Interest on this AJB 2024 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2024 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement.   The Company accounted for the 2024 AJB Note and the 2024 AJB Commitment Fee Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2024 Commitment Fee Shares are classified within stockholders’ deficit in the accompanying financial statements.   The allocated value of the AJB 2024 Commitment Fee Shares was $25,981 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $34,981 in aggregate will be amortized over the term of the 2024 AJB Note and included within the interest expense in the accompanying statement of operations for the nine months ended September 30, 2024. As of September 30, 2024, the net carrying amount of the 2024 AJB Note was $65,475, net of unamortized debt discount and debt issuance costs of $24,525.   July 16, 2024 Note   On July 16, 2024, the Company entered into a 30-day promissory note with a lender for $27,000 (the “July 2024 Note”). The note bears interest at ten percent (10%) per annum and has a maturity date of August 15, 2024.   On August 15, 2024, the Company and the July 2024 lender entered into a Debt Release agreement to release and convert the total principal of $27,000 for the immediately issuance of 270,000 shares of common stock at a $0.08 per share price on the date of the transaction. As a result of this transaction, the Company recognized a loss of $4,050 included in other income (expenses) as a loss on extinguishment of debt within the accompanying statement of operations for the nine months ended September 30, 2024.   The current balance of the July 2024 note as of September 30, 2024 was $0.   April 22, 2024 Note   On April 22, 2024, the Company entered into a 90-day promissory note with a lender for $30,000 that carries a fixed interest payment of $900 payable upon maturity. During the nine months ended September 30, 2024, the Company has entered into multiple extension agreement with the lender, ultimately amending the maturity date from July 21, 2024 to October 21, 2024. In exchange, the Company agreed to pay an additional $900 in interest (for a total of $1,800) and agreed to issue the lender 50,000 shares of common stock valued at $4,755. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended September 30, 2024.   As of September 30, 2024, the net carrying amount of the April 22, 2024 Note was $30,000.     April 2024 Note   On April 2, 2024, the Company entered into a promissory unsecured loan agreement for $45,000 (the “April 2024 Note”). The April 2024 Note bears interest at ten percent (10%) per annum and had an initial maturity of 30 days. In addition, the Company issued the lender 200,000 shares of Company’s common stock. The allocated value of such shares was $16,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2024.   During the nine months ended September 30, 2024, the Company entered into two amendments to the April 2024 Note, ultimately extending the maturity date to November 30, 2024, agreeing to issue a total of 200,000 shares of common stock for every thirty days the note is outstanding past September 30, 2024, and increasing the principal balance of the note in a noncash transaction by $14,483. The increase in principal is being accounted for as a debt discount and is included within the interest expense in the accompanying statement of operations for the nine months ended September 30, 2024. The debt discount was amortized over the initial term and included within the interest expense in the accompanying statement of operation for the period ended September 30, 2024. Additionally, in accordance with these amendments, the Company agreed to issue the lender a certain number of shares for every thirty days the note is outstanding. As of September 30, 2024, the Company has issued the lender a total of 300,000 common stock shares valued at $37,770. A remaining 600,000 shares of common stock are recognized as common stock to be issued and recognized as an expense for stock issued for financing for the period ended September 30, 2024. As of September 30, 2024, the net carrying amount of the April 2024 Note was $59,483.   February 1, 2024 Consolidated Notes   On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one note (the February 1, 2024 Consolidated Note). The Note bears interest at ten percent (10%) per annum, has no set maturity date. As consideration for the consolidation of outstanding principal, the Company issued the Noteholder an aggregate of 470,000 common stock shares valued at $32,900. In addition, the Company also issued the holder of the February 1, 2024 Consolidated Note common stock warrants to purchase a total of 2,000,000 shares of Company’s common stock, priced at $0.10, with a cashless exercise price, and a 3-year expiration term as of the date of the agreement. Pursuant to the terms of the Cancellation and Consolidation Agreement, the Company subsequently issued common stock warrants to purchase a total of 670,000 shares of the Company’s common stock, with identical terms compared to the initial February 1, 2024 warrant issuance. Such warrants were valued using the Black Scholes Model with assumptions disclosed within Note 9. The value of the common stock shares and warrants issued are being accounted for as debt discount and recognized as interest expense during the nine months ended September 30, 2024.   The Cancellation and Consolidation Agreement was amended on May 9, 2024 to extend payment due dates for a number of specific notes covered by the agreement and to include provisions for penalty shares to be issued if payments are not made as such.   On February 1, 2024, the Company entered into a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note. At the time of the Agreement, the lender had $230,000 in outstanding principal. The Noteholder agreed to convert $150,000 of outstanding principal for a total of 1,500,000 shares of common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.07 per share or $105,000 in total. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $45,000 included in other income (expenses) within accompanying statement of operations for the nine months ended September 30, 2024.   The remaining $80,000 of principal was placed into a 10-month note, maturing on November 1, 2024. The principal bears interest at 10%. As consideration for this agreement, the Lender was issued 350,000 shares of common stock at the FV price of $0.07 and issued a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.   January 2023 Note   On January 31, 2023, the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued the lender 150,000 shares of Company’s common stock. The allocated value of such shares was $18,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the January 2023 Note, extending the maturity date to December 31, 2023, and borrowing an additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued the lender in aggregate of 1,850,000 common stock shares valued at $196,600. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $67,525.   On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024 (see February 1, 2024 Consolidated Note).   January, March, and December 2023 Notes   On January 12, 2023, the Company entered into a promissory unsecured loan agreement for $50,000 with the lender with additional $150,000 and $30,000 promissory unsecured loan issued with the same lender on March 6, 2023, and December 20, 2023, respectively (together the “January, March, and December 2023 Notes”). Each note bears interest at ten percent, (10%), and the January, March, and December 2023 Notes had an initial maturity of 45 days, 30 days, and 90 days, respectively. In addition, the Company issued the lender 375,000 shares of Company’s common stock. The allocated value of such shares was $54,983 in aggregate and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. During the period ended December 31, 2023, the Company entered into a number of amendments to the January and March 2023 Notes, extending the maturity dates to January 10, 2024, and January 12, 2024, respectively. In accordance with these amendments, the Company issued the lender in aggregate of 3,375,000 common stock shares, valued at $378,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January, March, and December 2023 Notes was $230,000.   On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total principal of $80,000 into one six-month note, maturing on November 1, 2024 (see February 1, 2024 Consolidated Note).   March 9, 2023 Note   On March 9, 2023, the Company entered into a promissory unsecured loan agreement for $150,000 with the lender (the “March 9, 2023 Note”). The March 9, 2023 Note bears no interest and had an initial maturity of 30 days. In addition, the Company issued the lender 250,000 shares of Company’s common stock. The allocated value of such shares was $33,117 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the March 9, 2023 Note, extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued the lender in aggregate of 1,750,000 common stock shares valued $225,000 Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the net carrying amount of the January 2023 Note was $150,000.   The Company is currently negotiating with the lender to extend the maturity of the March 9, 2023 Note.   August 2023 Note   On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $14,000 that carries a fixed interest payment of $1,000 payable on maturation (the “August 2023 Note”). On December 9, 2023, the Company extended the August 2023 Note for additional 60 days. As of December 31, 2023, the net carrying amount of the August 2023 Note was $14,000. The August 2023 Note was repaid in full on February 21, 2024. September 2023 Note   On September 6, 2023, the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks. The allocated value of such shares was $6,203 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into an amendment to the September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company issued a lender in aggregate of 200,000 common stock shares valued at $28,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the net carrying amount of the January 2023 Note was $25,000.   The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.   October 2023 Note   On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $45,000 that carries a loan origination fee of $900 and a fixed interest payment of $1,350 payable upon maturity (the “October 2023 Note”). As of December 31, 2023, the net carrying amount of the October 2023 Note was $45,000.   The October 2023 Note was repaid in full on March 1, 2024.   November 2023 Notes   On November 1, 2023, the Company issued an unsecured promissory note in the amount of $50,000 to an individual lender. The note bears interest at 10% per annum and has a maturity date of May 1, 2024. In addition, the Company agreed to issue the lender 750,000 common shares, to be issued at a rate of 125,000 shares per month for the duration of the note. The allocated value of such shares was $23,684 and is being accounted for as debt issuance costs, classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs are amortized ratably over the initial term and are included within interest expense for the period ended December 31, 2023. During the period ended December 31, 2023, the Company has issued 250,000 common shares to this lender, valued at $20,000. These common shares issued are being accounted for as debt discounts and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the November 1, 2023 Note was $50,000.   On November 17, 2023, the Company entered into another unsecured promissory note for an additional $50,000 with the same lender (together, “the November 2023 Notes”). The November 17, 2023 Note bears interest at 10% per annum and has a maturity date of January 1, 2024. In addition, the Company agreed to issue the lender 187,500 common shares with an allocated value of $14,602.   On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07.   November 2022 Note   On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt issuance costs classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operation.   On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock, that were valued at $8,500 and recorded as common stock, to be issued as a liability within accompanying balance sheets as of December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45-day extension period until such time that the Company repays the principal amount. As of December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.   As of December 31, 2023 and 2022, the net carrying amount of the November 2022 Note was $50,000.   The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023.   On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total remaining principal of $80,000 into one six-month note, maturing on November 1, 2024 (February 1, 2024 Consolidated Note).   November 10, 2022 Note   On November 10, 2022, the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note and included within the interest expense in the accompanying statement of operation. On December 10, 2022, the Company entered into amendment to the November 10, 2022 Note extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, Note was $100,000.   On February 28, 2023, the Company entered into a mutual release agreement with the lender to issue to the lender 2,000,000 shares of the Company’s common stock in exchange for the settlement of the November 10, 2022 Note. All interest accrued under the November 10, 2022 Note as of the extinguishment date was repaid. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.11 per share. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.   March 2015 Note   On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiple times through the years increasing the principal amount of the March 2015 Note to $65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum.   On June 30, 2022, the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stock in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022, using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.   As of September 30, 2024, and December 31, 2023, notes payable consisted of the following: Schedule of notes payable                     September 30, 2024     December 31, 2023   Notes payable   $ 952,008     $ 998,234   Unamortized debt discount   $ (24,525 )   $ (15,608 ) Less: current portion, net     (927,483 )     (982,626 ) Long-term notes payable, net   $ –     $ –

v3.25.0.1

ACCOUNTS PAYABLE	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE	NOTE 6 – ACCOUNTS PAYABLE   As of September 30, 2024, and December 31, 2023, the Company had $822,038 and $601,631 in outstanding accounts payable, respectively.   On June 14, 2024, the Company entered into a Debt Release agreement with a vendor to release $35,000 related to an open accounts payable balance in exchange for the immediate issuance of 450,000 shares of common stock at the $0.10 per share stock price on the date of the transaction. As a result of this transaction, the Company recognized a loss of $11,125 included in other income (expenses) as a loss on extinguishment of debt within the accompanying statement of operations for the nine months ended September 30, 2024.

v3.25.0.1

COMMON STOCK TO BE ISSUED	9 Months Ended
	Sep. 30, 2024
Common Stock To Be Issued
COMMON STOCK TO BE ISSUED	NOTE 7 – COMMON STOCK TO BE ISSUED   As of September 30, 2024, and December 31, 2023, the Company’s outstanding liability in connection to common stock to be issued was $125,160 and $41,197.   The balance of $125,160 in common stock to be issued as of September 30, 2024 represents the Company’s obligation to issue 800,000 shares of common stock in connection with the First Amendment to the February 1, 2024 Cancellation and Consolidation Agreement, 600,000 shares of common stock in connection with the April 2, 2024 Note, and 60,000 shares of common stock to an employee for services rendered.   The balance of $41,197 in common stock to be issued as of December 31, 2023, represents the Company’s obligation to issue 500,000 shares of common stock in connection to the November 1, 2023 Note and 350,000 shares of common stock in connection with legal services provided during the year ended December 31, 2023.

v3.25.0.1

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 8 – STOCKHOLDERS’ DEFICIT   Authorized   Authorized capital stock as of September 30, 2024, and December 31, 2023, consists of 500,000,000 and 125,000,000 common shares, respectively, with a par value of $0.001 per share; and 25,000,000 Preferred shares with a par value of $0.001 per share.   On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from 125,000,000 to 500,000,000.   Preferred Stock   The Company has designated the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:   Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.   Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.   Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders.   Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.   On May 29, 2024, the Company filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.   On June 3, 2024, the Company filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $2,000,000 or more; and (ii) the holders of Series A Preferred Stock have liquidation rights senior to holders of Common Stock.   As of September 30, 2024, and December 31, 2023, there were 4,200,000 shares of Series A Convertible Preferred Stock remaining outstanding. As of September 30, 2024, and December 31, 2023, there were 3,000,000 shares of Series B Convertible Preferred Stock remaining outstanding.   Common stock issuances   On February 13, 2024, the Company sold 1,000,000 shares of its common stock for cash proceeds of $150,000.   On January 31, 2023, the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.   On February 16, 2023, in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA.   On February 28, 2023, the Company issued 2,000,000 shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended December 31, 2023 (see Note 5).   On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.   On April 25, 2023, the Company issued additional 2,000,000 shares of common valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent.   During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,795,000 and 8,010,000 shares of common stock, respectively, valued at $160,425 and $954,603, respectively, in connection with the Promissory Notes issued and amended during the periods (see Note 5).   During the periods ended September 30, 2024 and 2023, the Company issued in aggregate of 220,000 and 50,000 shares of common stock, respectively, valued at $24,485 and $6,250, respectively, to its employees as compensation for the services performed.   During the periods ended September 30, 2024 and 2023, the Company issued an aggregate of 1,044,122 and 380,430 shares of common stock, respectively, valued at $115,168 and $45,299, respectively, to its vendor as payment consideration for the services performed.   During the period ended September 30, 2024, the Company issued an aggregate of 450,000 shares of common stock, valued at $46,125, to vendors in connection to forgiveness for accounts payable balances (see Note 6).   During the period ended September 30, 2024, the Company issued an aggregate of 1,770,000 shares of common stock, valued at $127,950, to debtors in connection to forgiveness for outstanding notes payable balances (see Note 5).   During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 shares of common stock, valued at $191,250, to AJB in connection with an amendment to an outstanding the 2023 AJB Note agreement (see Note 5).   During the period ended September 30, 2024, the Company issued an aggregate of 1,500,000 shares of common stock, valued at $105,000 to a lender in connection with a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder (see Note 5).   During the period ended September 30, 2024, the Company issued an aggregate of 500,000 shares of common stock, valued at $25,981, to AJB in connection with the issuance of a debt agreement (see Note 5).   As of September 30, 2024, and December 31, 2023, the Company had 97,380,590 and 89,101,468 shares of common stock issued and outstanding.

v3.25.0.1

WARRANTS	9 Months Ended
	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 9 – WARRANTS   Warrant grants issued with debt financing   On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (see Note 5). As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrants”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.   On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants) (see Note 5).   The AJB 2023 Warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023, using the Black Scholes Model with assumptions disclosed below.   The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.   The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the nine months ended September 30, 2023.   Warrant grants issued in exchange of services   During the nine months ended September 30, 2024, the Company issued warrants to purchase an aggregate of 3,670,000 shares of common stock to its lenders for consolidation of notes outstanding (see Note 5). The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrants determined to be $268,358 and recognized as stock compensation expense during the nine months ended September 30, 2024. The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.   During the nine months ended September 30, 2024, the Company also issued warrants to purchase 20,000 shares of common stock to a vendor for professional services. The warrants were valued as of the date of issuance using the Black Scholes Model with the total fair value of the warrants determined to be $223 and recognized as stock compensation expense during the nine months ended September 30, 2024. The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.   During the year ended December 31, 2023, the Company issued warrants to purchase an aggregate of 916,456 shares of common stock to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.  Schedule of warrant activity                                         Weighted             Weighted     Average             Average     Contractual       Number of     Exercise     Term       Warrants     Price     (Years)   Balance outstanding at December 31, 2022     13,527,113     $ 0.05       4.39   Granted     10,891,000       0.00       5.00   Exercised     –       –       –   Expired/Canceled     –       –       –   Balance outstanding at December 31, 2023     24,418,113     $ 0.05       3.81   Granted     3,690,000     $ 0.10       3.00   Exercised     –       –       –   Expired/Canceled     (300,000 )     (0.05 )     –   Balance outstanding at September 30, 2024     27,808,113     $ 0.06       3.05   Exercisable at September 30, 2024     27,808,113     $ 0.06       3.05     The fair values of warrants granted during the nine months ended September 30, 2024 and 2023 were estimated using Black-Scholes option-pricing model with the following assumptions:  Schedule of estimated using black-scholes option-pricing model   For the nine months ended September 30,     2024   2023 Exercise Price   $0.10   $0.01 -$0.55 Risk-free interest rates   3.96% - 4.43%   3.41% - 4.45% Expected life (in years)   3.05   5.00 Expected volatility   303% - 311%   278% - 324% Dividend yield   0%   0%

v3.25.0.1

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS   Due to related parties   As of September 30, 2024, and December 31, 2023, the Company had an amount due to an office of the Company in the amount of $10,309 as advance payable. This amount does not have specific repayment terms and does not bear interest.

v3.25.0.1

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES   In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2024, and December 31, 2023, no amounts have been accrued related to such indemnification provisions.   From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.   Asset purchase agreement   The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023, in connection with 2023 APA the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023, the Company issued additional 2,000,000 shares of common stock valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. Additional cash consideration of $50,000 was paid to the Seller on November 2, 2023. As of December 31, 2023, and to the date that this report was filed, the Seller has not fulfilled obligations that would further oblige the Company to fulfill further consideration, either for cash, equity, or royalty payments stipulated in the 2023 APA. The value of the consideration paid was recorded within research and development expenses for the year ended December 31, 2023, with $625,000 recorded during the period ended September 30, 2023.

v3.25.0.1

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS   On September 30, 2024, the Company extended its promissory note with the April 2024 noteholder to November 30, 2024. As consideration for this extension, the Company has agreed to issue up to 400,000 shares for the full 60-day extension at the time of maturity. These shares were subsequently issued on October 1, 2024.   On October 1, 2024, the Company issued 85,000 shares of common stock to its director in connection with the director’s agreement.   On October 1, 2024, the Company issued 9,670 shares of common stock to a vendor in connection with legal services rendered.   On October 10, 2024, the Company issued 8,156 shares of common stock to a vendor in connection to legal services rendered.   On October 21, 2024, the Company extended its promissory note with the April 22, 2024 noteholder to December 21, 2024. As consideration for this extension, we issued 50,000 shares at a price of $0.08.   On November 1, 2024, the Company issued 875,000 shares of common stock to an employee in connection with their employment agreement. The shares were issued at $0.05.   On November 1, 2024, the Company entered into a securities purchase agreement with AJB Capital Investments LLC for a principal amount of $45,000, carrying 12% interest, and an amount of 3.6M shares reserved in the event of conversion, maturing on December 31, 2024. The Company received $35,500, net of an original issue discount of $4,500 and $5,000 in legal fees.   On November 5, 2024, the Company issued 6,627 shares of common stock to the vendor in connection with legal services rendered. The shares were issued at $0.05.

v3.25.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Interim Financial Statements	Interim Financial Statements   The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Information	Segment Information   Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.
Leases	Leases   The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.   Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.
Revenue	Revenue   The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024.   The Company recognizes revenue after applying the following five steps:   1)      Identification of the contract, or contracts, with a customer, 2)      Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3)      Determination of the transaction price, including the constraint on variable consideration 4)      Allocation of the transaction price to the performance obligations in the contract; and 5)      Recognition of revenue when, or as, performance obligations are satisfied.   Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.
Advertising Costs	Advertising Costs   Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the nine-month periods ended September 30, 2024 and 2023.
Research and Development	Research and Development   The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $0 and $625,000 in external research and development costs during the nine months ended September 30, 2024 and 2023, respectively.
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
Warrants	Warrants   The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price.
Net loss per Common Share	Net loss per Common Share   Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of 31,558,113 and 28,618,113 shares were excluded from the computation of diluted earnings per share for the periods ended September 30, 2024, and December 31, 2023, respectively, because their effects would have been anti-dilutive. Schedule of anti-dilutive securities                     September 30, 2024     December 31, 2023   Warrants     27,358,113       24,418,113   Series A Convertible preferred stock     4,200,000       4,200,000   Total     31,558,113       28,618,113
Related Party Transactions	Related Party Transactions   Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.   The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements   From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.   Accounting Pronouncements Issued but not yet Adopted   In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures.   In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements.   Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

v3.25.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of anti-dilutive securities	Schedule of anti-dilutive securities                     September 30, 2024     December 31, 2023   Warrants     27,358,113       24,418,113   Series A Convertible preferred stock     4,200,000       4,200,000   Total     31,558,113       28,618,113

v3.25.0.1

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
Leases
Schedule of right-of-use asset and lease liability for operating lease	Schedule of right-of-use asset and lease liability for operating lease                     September 30, 2024     December 31, 2023   Operating right-of-use asset   $ 78,937     $ –   Lease liability (current and long-term)   $ (79,228 )   $ –
Schedule of components of lease expense	Schedule of components of lease expense             Operating Lease Expense:   Expense Classification:   For the nine months ended September 30, 2024   Amortization of ROU asset   General and Administrative   $ 1,934   Accretion of operating lease liability   General and Administrative     1,857   Total operating lease expense       $ 3,791
Schedule of future minimum lease payments	Schedule of future minimum lease payments         Year ended December 31,   Operating Lease Obligations   2024 (remainder of year)   $ 5,250   2025     21,350   2026     22,204   2027     23,092   2028     24,016   Thereafter     14,331   Total undiscounted operating lease payments     110,243   Less: Imputed interest     (31,015 ) Present value of operating lease liability   $ 79,228

v3.25.0.1

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                     September 30, 2024     December 31, 2023   Notes payable   $ 952,008     $ 998,234   Unamortized debt discount   $ (24,525 )   $ (15,608 ) Less: current portion, net     (927,483 )     (982,626 ) Long-term notes payable, net   $ –     $ –

v3.25.0.1

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of warrant activity	Schedule of warrant activity                                         Weighted             Weighted     Average             Average     Contractual       Number of     Exercise     Term       Warrants     Price     (Years)   Balance outstanding at December 31, 2022     13,527,113     $ 0.05       4.39   Granted     10,891,000       0.00       5.00   Exercised     –       –       –   Expired/Canceled     –       –       –   Balance outstanding at December 31, 2023     24,418,113     $ 0.05       3.81   Granted     3,690,000     $ 0.10       3.00   Exercised     –       –       –   Expired/Canceled     (300,000 )     (0.05 )     –   Balance outstanding at September 30, 2024     27,808,113     $ 0.06       3.05   Exercisable at September 30, 2024     27,808,113     $ 0.06       3.05
Schedule of estimated using black-scholes option-pricing model	Schedule of estimated using black-scholes option-pricing model   For the nine months ended September 30,     2024   2023 Exercise Price   $0.10   $0.01 -$0.55 Risk-free interest rates   3.96% - 4.43%   3.41% - 4.45% Expected life (in years)   3.05   5.00 Expected volatility   303% - 311%   278% - 324% Dividend yield   0%   0%

v3.25.0.1

ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 10,598,590	$ 9,177,318

v3.25.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	31,558,113	28,618,113
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	27,358,113	24,418,113
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	4,200,000	4,200,000

v3.25.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Material advertising expenses	$ 0	$ 0
Research and development cost	$ 0	$ 625,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	31,558,113		28,618,113

v3.25.0.1

LEASES (Details - Right of use) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating right-of-use asset	$ 78,937	$ 0
Lease liability (current and long-term)	$ (79,228)	$ 0

v3.25.0.1

LEASES (Details - Components of lease expense)	9 Months Ended
	Sep. 30, 2024 USD ($)
Total operating lease expense	$ 3,791
General and Administrative Expense [Member]
Amortization of ROU asset	1,934
Accretion of operating lease liability	$ 1,857

v3.25.0.1

LEASES (Details - Future minimum lease payments)	Sep. 30, 2024 USD ($)
Leases
2024 (remainder of year)	$ 5,250
2025	21,350
2026	22,204
2027	23,092
2028	24,016
Thereafter	14,331
Total undiscounted operating lease payments	110,243
Less: Imputed interest	(31,015)
Present value of operating lease liability	$ 79,228

v3.25.0.1

LEASES (Details Narrative)	9 Months Ended
	Sep. 30, 2024 USD ($)
Leases
Rent per month	$ 1,750
Expire date	Jul. 31, 2029
Weighted average remaining lease term	4 years 9 months 29 days
Weighted average discount rate	13.85%

v3.25.0.1

NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Notes payable	$ 952,008	$ 998,234
Unamortized debt discount	(24,525)	(15,608)
Less: current portion, net	(927,483)	(982,626)
Long-term notes payable, net	$ 0	$ 0

v3.25.0.1

NOTES PAYABLE (Details Narrative) - USD ($)																											9 Months Ended		12 Months Ended
	Aug. 15, 2024	Aug. 06, 2024	Jul. 16, 2024	Jun. 07, 2024	Apr. 22, 2024	Feb. 01, 2024	Dec. 20, 2023	Nov. 17, 2023	Nov. 01, 2023	Oct. 04, 2023	Sep. 06, 2023	Aug. 11, 2023	May 05, 2023	Mar. 09, 2023	Mar. 06, 2023	Mar. 01, 2023	Jan. 31, 2023	Jan. 12, 2023	Dec. 10, 2022	Nov. 18, 2022	Nov. 10, 2022	Oct. 03, 2022	Sep. 17, 2022	Aug. 06, 2022	Jun. 30, 2022	Feb. 18, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 14, 2024	Apr. 02, 2024	Feb. 28, 2023	Mar. 01, 2015
Short-Term Debt [Line Items]
Exercise price													$ 0.001
Current balance																											$ 927,483		$ 982,626
Gain on extinguishment of debt																											40,621	$ (120,000)
Lender [Member] | July 2024 Note [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount			$ 27,000
Interest rate			10.00%
Maturity date			Aug. 15, 2024
Current balance																											0
Lender [Member] | April 22, 2024 Note [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount					$ 30,000
Net carrying amount																											30,000
Fixed interest payment					$ 900
Maturity date					July 21, 2024 to October 21, 2024
Lender [Member] | August 2023 Notes [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount												$ 14,000
Net carrying amount																													14,000
Fixed interest payment												$ 1,000
Lender [Member] | October 2023 Notes [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount										$ 45,000
Net carrying amount																													45,000
Fixed interest payment										1,350
Loan origination fee										$ 900
Individual Lender [Member] | November 2023 Note [Member] | Unsecured Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount								$ 50,000	$ 50,000
Interest rate								10.00%	10.00%
Net carrying amount																													$ 50,000
Common stock share issued								187,500	750,000																				250,000
Maturity date								Jan. 01, 2024	May 01, 2024
Common stock share issued per month									125,000
Individual Lender [Member] | March 2015 Note [Member] | Unsecured Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount																																		$ 40,000
Warrants to purchase an aggregate shares of common stock																									1,000,000
Interest rate																																		10.00%
Exercise price																									$ 0.20
Exercise term																									5 years
Aggregate outstanding accrued interest																									$ 293,362
Common stock share issued																									3,200,000
Share price																									$ 0.04
Common stock share issued, value																									$ 128,000
Gain on extinguishment of debt																														$ 190,374
Increasing principal amount																									65,000									$ 65,000
Total fair value of the warrant																									$ 39,988
2022 SA [Member] | AJB Capital Investment LLC [Member]
Short-Term Debt [Line Items]
Aggregate gross proceeds																										$ 270,000
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member]
Short-Term Debt [Line Items]
Principal amount																										300,000
Original issue discount																										$ 30,000
Interest rate																										12.00%
Interest expense																													$ 238,482
Allocated value																										$ 96,018
Debt issuance cost																$ 225,000										$ 177,059
Net carrying amount																													300,000
Aggregate outstanding accrued interest																													3,750
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Interest Paid [Member]
Short-Term Debt [Line Items]
Interest expense																													34,500
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Original Issued Debt Discount [Member]
Short-Term Debt [Line Items]
Interest expense																													173,982
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Note [Member] | Originally Issued Discount [Member]
Short-Term Debt [Line Items]
Interest expense																													30,000
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Warrants [Member]
Short-Term Debt [Line Items]
Warrants to purchase an aggregate shares of common stock																										1,000,000
Exercise price																										$ 0.20
Exercise term																										5 years
Allocated value																										$ 42,675
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2022 Commitment Shares [Member]
Short-Term Debt [Line Items]
Stock issued new, shares																										3,076,923
Allocated value																										$ 134,384
2022 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member]
Short-Term Debt [Line Items]
Repayment of debt														$ 314,500
2023 SA [Member] | AJB Capital Investment LLC [Member]
Short-Term Debt [Line Items]
Aggregate gross proceeds													$ 270,000
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Warrants [Member]
Short-Term Debt [Line Items]
Warrants to purchase an aggregate shares of common stock													9,000,000			1,500,000
Exercise price													$ 0.001			$ 0.01
Exercise term													5 years			5 years
Allocated value													$ 219,375
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount													300,000
Original issue discount													$ 30,000
Interest rate													12.00%
Debt issuance cost													$ 166,381
2023 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2023 Note [Member] | First Amendment To Promissory Note [Member]
Short-Term Debt [Line Items]
Net carrying amount																											300,000
Common stock share issued				1,500,000
Share price				$ 0.13
Aggregated fair value				$ 191,250
2024 SA [Member] | AJB Capital Investment LLC [Member]
Short-Term Debt [Line Items]
Aggregate gross proceeds																								$ 81,000
2024 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2024 Note [Member]
Short-Term Debt [Line Items]
Principal amount		$ 90,000
Original issue discount		$ 9,000
Interest rate		12.00%
Debt issuance cost		$ 34,981
Net carrying amount																											65,475
Net of unamortized debt discount and debt issuance costs																											24,525
2024 SA [Member] | AJB Capital Investment LLC [Member] | AJB 2024 Commitment Shares [Member]
Short-Term Debt [Line Items]
Allocated value		$ 25,981
Share price		$ 0.09
Aggregated fair value		$ 44,500
Shares of common stock as commitment fee shares		500,000
Debt Release Agreement [Member]
Short-Term Debt [Line Items]
Common stock share issued																															450,000
Share price																															$ 0.10
Gain on extinguishment of debt																											11,125
Debt Release Agreement [Member] | Lender [Member] | July 2024 Note [Member]
Short-Term Debt [Line Items]
Principal amount	$ 27,000
Common stock share issued	270,000
Share price	$ 0.08
Loss on extinguishment of debt	$ 4,050
Promissory Unsecured Loan Agreement [Member] | April 2024 Note [Member]
Short-Term Debt [Line Items]
Principal amount																																$ 45,000
Interest rate			10.00%
Net carrying amount																											59,483
Maturity date					initial maturity of 30 days
Promissory Unsecured Loan Agreement [Member] | September 2022 Note [Member]
Short-Term Debt [Line Items]
Principal amount																							$ 30,000
Interest rate																							10.00%
Maturity date																							Oct. 17, 2022
Promissory Unsecured Loan Agreement [Member] | October 2022 Note [Member]
Short-Term Debt [Line Items]
Principal amount																						$ 20,000
Interest rate																						10.00%
Promissory Unsecured Loan Agreement [Member] | November 2022 Notes [Member]
Short-Term Debt [Line Items]
Principal amount																				$ 50,000
Net carrying amount																													$ 50,000	50,000
Promissory Unsecured Loan Agreement [Member] | November 2022 Note [Member]
Short-Term Debt [Line Items]
Principal amount																					$ 100,000
Interest rate																					10.00%
Net carrying amount																														$ 100,000
Maturity date																				Jan. 02, 2023	Dec. 10, 2022								Dec. 31, 2023
Promissory Unsecured Loan Agreement [Member] | Amendment To November 2022 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																			150,000
Maturity date																			Jan. 10, 2023
Common stock share issued, value																			$ 25,500
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | April 2024 Note [Member]
Short-Term Debt [Line Items]
Allocated value		$ 16,000
Common stock share issued	200,000
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | January 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount																	$ 50,000
Net carrying amount																													$ 67,525
Common stock share issued																	150,000												1,850,000
Maturity date																	60 days												December 31, 2023
Common stock share issued, value																	$ 18,000												$ 196,600
Remaining principal																													17,525
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | December 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount							$ 30,000
Interest rate							10.00%										10.00%
Net carrying amount																													230,000
Common stock share issued							375,000
Maturity date							90 days
Common stock share issued, value															$ 54,983
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | January 12, 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount																		$ 50,000
Interest rate																		10.00%
Net carrying amount																													$ 230,000
Common stock share issued															375,000			375,000											3,375,000
Maturity date																		45 days											January 10, 2024
Common stock share issued, value																		$ 54,983											$ 378,000
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | March 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount															$ 150,000
Interest rate															10.00%
Net carrying amount																													$ 230,000
Common stock share issued																													3,375,000
Maturity date															30 days														January 12, 2024
Common stock share issued, value															$ 54,983														$ 378,000
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | March 9, 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount														$ 150,000
Net carrying amount																											150,000		$ 150,000
Common stock share issued														250,000															1,750,000
Maturity date														30 days															February 11, 2024
Common stock share issued, value														$ 33,117															$ 225,000
Interest														$ 0
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | September 2023 Note [Member]
Short-Term Debt [Line Items]
Principal amount											$ 25,000
Net carrying amount																											25,000		$ 25,000
Common stock share issued											75,000																		200,000
Maturity date											21 days																		January 25, 2024
Common stock share issued, value											$ 6,203																		$ 28,000
Interest											$ 1,000
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | September 2022 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																							50,000
Common stock share issued, value																							$ 13,768
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | October 2022 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																						50,000
Common stock share issued, value																						$ 13,768
Promissory Unsecured Loan Agreement [Member] | Lender [Member] | November 2022 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																				50,000	150,000
Common stock share issued, value																				$ 8,500	$ 14,163
Additional common stock share issued																				100,000
Two Amendments To April 2024 Note [Member] | April 2024 Note [Member]
Short-Term Debt [Line Items]
Principal amount																											$ 14,483
Common stock share issued																											200,000
Maturity date																											Nov. 30, 2024
Two Amendments To April 2024 Note [Member] | Lender [Member] | April 2024 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																											300,000
Common stock share issued, value																											$ 37,770
Remaining shares of common stock																											$ 600,000
Cancellation And Consolidation Agreement [Member] | February 1, 2024 Consolidated Note [Member]
Short-Term Debt [Line Items]
Principal amount						$ 217,525
Warrants to purchase an aggregate shares of common stock						2,000,000
Interest rate						10.00%
Exercise price						$ 0.10
Exercise term						3 years
Common stock share issued						470,000
Maturity date						Nov. 01, 2024
Common stock share issued, value						$ 32,900
Warrants to purchase an aggregate shares of common stock, future issuance						670,000
Remaining principal						$ 80,000
Cancellation And Consolidation Agreement [Member] | November 2022 Notes January 2023 Notes And November 2023 [Member]
Short-Term Debt [Line Items]
Maturity date						Nov. 01, 2024
Remaining principal						$ 80,000
Convertion amount of principal to common stock						150,000
Conversion Cancellation And Consolidation Agreement [Member] | February 1, 2024 Consolidated Note [Member]
Short-Term Debt [Line Items]
Principal amount						$ 230,000
Common stock share issued						1,500,000
Share price						$ 0.07
Conversion of outstanding principal						$ 150,000
Gain on extinguishment of debt						$ 45,000
Unsecured Promissory Note [Member] | Individual Lender [Member] | November 2023 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued, value								$ 14,602	$ 23,684																				20,000
Mutual Release Agreement [Member] | Lender [Member] | November 2022 Note [Member]
Short-Term Debt [Line Items]
Common stock share issued																																	2,000,000
Share price																																	$ 0.11
Gain on extinguishment of debt																													$ 120,000

v3.25.0.1

ACCOUNTS PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 14, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable	$ 822,038			$ 601,631
Loss on extinguishment of debt	40,621	$ (120,000)
Debt Release Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable			$ 35,000
Shares issued			450,000
Stock price			$ 0.10
Loss on extinguishment of debt	$ 11,125

v3.25.0.1

COMMON STOCK TO BE ISSUED (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Common stock to be issued current	$ 125,160	$ 41,197
First Amendment [Member]
Related Party Transaction [Line Items]
Issuance of common stock	800,000
April 2, 2024 Note [Member]
Related Party Transaction [Line Items]
Issuance of common stock	600,000
An Employee For Services [Member]
Related Party Transaction [Line Items]
Issuance of common stock	60,000
November 1, 2023 Note [Member]
Related Party Transaction [Line Items]
Issuance of common stock		500,000
Legal Services [Member]
Related Party Transaction [Line Items]
Issuance of common stock		350,000

v3.25.0.1

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)							9 Months Ended		12 Months Ended
	Jun. 03, 2024	Feb. 13, 2024	Apr. 25, 2023	Mar. 31, 2023	Feb. 16, 2023	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 26, 2024	Feb. 28, 2023
Class of Stock [Line Items]
Common shares authorized							500,000,000		125,000,000
Common shares par value							$ 0.001		$ 0.001
Preferred shares designated							25,000,000		25,000,000
Preferred shares par value							$ 0.001		$ 0.001
Preferred stock, conversion basis							Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.
Number of shares issued to the seller, value							$ 150,000	$ 100,000
Loss on extinguishment of debt							40,621	(120,000)
Aggregate shares issued for services, value							115,168	$ 45,299
Common stock issued in connection with debt forgiveness							$ 46,125
Common stock issued							97,380,590		89,101,468
Common stock outstanding							97,380,590		89,101,468
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares designated							9,000,000		9,000,000
Preferred shares par value							$ 0.001		$ 0.001
Preferred shares remaining outstanding							4,200,000		4,200,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares designated							5,000,000		5,000,000
Preferred shares par value							$ 0.001		$ 0.001
Preferred stock voting rights							Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders.
Preferred shares remaining outstanding							3,000,000		3,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from conversion of securities minimum	$ 2,000,000
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares remaining outstanding							3,000,000		3,000,000
Common Stock [Member]
Class of Stock [Line Items]
Number of shares sold		1,000,000				2,000,000
Sale of stock cash proceeds		$ 150,000				$ 100,000
Loss on extinguishment of debt									$ 120,000
Number of shares cancelled				5,000,000
Aggregate shares issued for employees as compensation, shares							220,000	50,000
Aggregate shares issued for employees as compensation, value							$ 24,485	$ 6,250
Aggregate shares issued for services, shares							1,044,122	380,430
Aggregate shares issued for services, value							$ 115,168	$ 45,299
Common Stock [Member] | Vendors [Member]
Class of Stock [Line Items]
Common stock issued in connection with debt forgiveness, shares							450,000
Common stock issued in connection with debt forgiveness							$ 46,125
Common Stock [Member] | Debtors [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares							1,770,000
Number of aggregate shares issued, value							$ 127,950
Common Stock [Member] | AJB [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares							500,000
Number of aggregate shares issued, value							$ 25,981
Common Stock [Member] | US Patent and Trademark Office [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares			2,000,000
Number of aggregate shares issued, value			$ 260,000
Common Stock [Member] | November 10, 2022 Note [Member]
Class of Stock [Line Items]
Shares issued											2,000,000
Common Stock [Member] | Promissory Notes Issued And Amended [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares							1,795,000	8,010,000
Number of aggregate shares issued, value							$ 160,425	$ 954,603
Common Stock [Member] | AJB Note 2023 [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares							1,500,000
Number of aggregate shares issued, value							$ 191,250
Common Stock [Member] | January March And December 2023 Noteholder [Member]
Class of Stock [Line Items]
Number of aggregate shares issued, shares							1,500,000
Number of aggregate shares issued, value							$ 105,000
Common Stock [Member] | Asset Purchase Agreement [Member]
Class of Stock [Line Items]
Number of shares issued to the seller, shares					3,000,000
Number of shares issued to the seller, value					$ 360,000
Paid cash consideration					$ 125,000
Minimum [Member]
Class of Stock [Line Items]
Common shares authorized										125,000,000
Maximum [Member]
Class of Stock [Line Items]
Common shares authorized										500,000,000

v3.25.0.1

WARRANTS (Details - Warrant activity) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding	24,418,113	13,527,113
Warrants outstanding, weighted average exercise price	$ 0.05	$ 0.05
Warrants outstanding, contractual term	3 years 18 days	3 years 9 months 21 days	4 years 4 months 20 days
Warrants granted	3,690,000	10,891,000
Warrants granted, weighted average exercise price	$ 0.10	$ 0.00
Warrants granted, contractual term	3 years	5 years
Warrants exercised	0	0
Warrants exercised, weighted average exercise price	$ 0	$ 0
Warrants expired/canceled	300,000	0
Warrants expired/canceled, weighted average exercise price	$ 0.05	$ 0
Warrants expired/canceled	(300,000)	0
Warrants expired/canceled, weighted average exercise price	$ (0.05)	$ 0
Warrants outstanding	27,808,113	24,418,113	13,527,113
Warrants outstanding, weighted average exercise price	$ 0.06	$ 0.05	$ 0.05
Warrants exercisable	27,808,113	24,418,113	13,527,113
Warrants exercisable, weighted average exercise price	$ 0.06
Warrants exercisable, contractual term	3 years 18 days

v3.25.0.1

WARRANTS (Details - Warrant assumptions) - Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Class of Warrant or Right [Line Items]
Exercise Price	$ 0.10
Expected life (in years)	3 years 18 days	5 years
Dividend yield	0.00%	0.00%
Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.01
Risk-free interest rates	3.96%	3.41%
Expected volatility	303.00%	278.00%
Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price		$ 0.55
Risk-free interest rates	4.43%	4.45%
Expected volatility	311.00%	324.00%

v3.25.0.1

WARRANTS (Details Narrative) - USD ($)			9 Months Ended		12 Months Ended
	May 05, 2023	Mar. 01, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Note extending the maturity date		Mar. 13, 2023
Warrant, description		(i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.
Exercise price	$ 0.001
Warrants expire	5 years
Warrants issued in connection with AJB loan amendment				$ 219,375
Related debt issuance costs				$ 166,381
Common Stock To Lenders [Member]
Class of Warrant or Right [Line Items]
Issued warrants to purchase aggregate shares			3,670,000
Stock compensation expense			$ 268,358
Warrants issued with service agreement description			The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.
Common Stock To Vendor For Professional Services [Member]
Class of Warrant or Right [Line Items]
Issued warrants to purchase aggregate shares			20,000
Stock compensation expense			$ 223
Warrants issued with service agreement description			The warrants issued with this service agreement (i) have the exercise prices of $0.10 per share; (ii) have a term of exercise equal to 3 years after their issuance date; (iii) became exercisable immediately after their issuance.
Common Stock To Employees For Services Performed [Member]
Class of Warrant or Right [Line Items]
Issued warrants to purchase aggregate shares					916,456
Stock compensation expense					$ 101,829
Warrants issued with service agreement description			The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
AJB Capital Investments LLC [Member] | Securities Agreement [Member]
Class of Warrant or Right [Line Items]
Principal amount	$ 300,000
Original issue discount	$ 30,000
Purchase aggregate shares of common stock	9,000,000

v3.25.0.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Loans from officer	$ 10,309	$ 10,309

v3.25.0.1

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)					9 Months Ended
	Feb. 13, 2024	Apr. 25, 2023	Feb. 16, 2023	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 02, 2023
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Common stock value					$ 97,381		$ 89,102
Research and development expenses					$ 0	$ 625,000
Common Stock [Member]
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Issued to seller	1,000,000			2,000,000
Asset Purchase Agreement [Member]
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Shall pay to Seller total			$ 500,000
Asset purchase agreement description			(i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device.
paid cash consideration								$ 50,000
Asset Purchase Agreement [Member] | US Patent and Trademark Office [Member]
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Issued to seller		2,000,000
Common stock value		$ 260,000
Asset Purchase Agreement [Member] | Common Stock [Member]
Purchase Commitment, Excluding Long-Term Commitment [Line Items]
Asset purchase agreement description			(i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company.
Issued to seller			3,000,000
Common stock value			$ 360,000
paid cash consideration			$ 125,000

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