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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 10-Q

[X]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024

[ ]

Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File No. 333-271439

Ludwig Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

61-1133438

(IRS Employer Identification No.)

1749 Victorian Avenue, #C-350, Sparks, Nevada 89431

(Address of Principal Executive Offices, Including Zip Code)

786-235-9026

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered under Section 12(b) of the Exchange Act: None

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]	Smaller reporting company [X]
Non-accelerated filer [X]		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 pursuant to Section 13(a) of the Exchange Act. [ ]

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

The number of shares outstanding of the registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 159,019,808 as of May 20, 2023.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements


		Page

Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)		3

Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023		4

Unaudited Consolidated Statements of Changes in Stockholders' Deficit for the Three Months Ended March 31, 2024 and 2023		5

Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023		6

Notes to Unaudited Financial Statements		7 - 14

Ludwig Enterprises, Inc.

Consolidated Balance Sheets

(Unaudited)


	March 31,			December 31,
	2024			2023
Assets		(Unaudited)
Current Assets
Cash	$	345,470		$	108,335
Prepaid expenses		4,133			4,133
Total Current Assets		349,603			112,468

Total Assets	$	349,603		$	112,468

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	279,159		$	204,024
Notes payable		1,270,009			1,270,009
Convertible notes payable, net		398,000			100,000
Advances		50,000			—
Total Current Liabilities		1,997,168			1,574,033

Total Liabilities		1,997,168			1,574,033

Stockholders' Deficit
Preferred stock: 7,000,000 authorized; $0.001 par value, 7,000,000 shares issued and outstanding		7,000			7,000
Common stock: 1,250,000,000 authorized; $0.001 par value, 155,464,808 and 155,464,808 shares issued and outstanding, respectively		155,463			155,463
Common stock issuable		747,750			—
Additional paid in capital		3,295,584			2,618,454
Accumulated deficit		(5,853,362	)		(4,242,482	)
Total Stockholders' Deficit		(1,647,565	)		(1,461,565	)
Total Liabilities and Stockholders' Deficit	$	349,603		$	112,468

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Ludwig Enterprises, Inc.

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
	2024			2023

Revenues	$	13,047		$	—

Operating expenses
General and administration expenses		368,180			410,504
Research and development		42,982			410,016
Total operating expenses		411,162			820,520

Net loss from operations		(398,115	)		(820,520	)

Other income (expense)
Inducement expense		(520,000	)		—
Finance expense		(677,130	)
Interest expense		(7,635	)		(2,572	)
Amortization of debt discount		(8,000	)		(152,737	)
Total other income (expense)		(1,212,765	)		(155,309	)

Net loss before taxes		(1,610,880	)		(975,829	)

Income tax benefit		—			—

Net loss	$	(1,610,880	)	$	(975,829	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		155,464,808			316,055,485

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Ludwig Enterprises, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2024

(Unaudited)


	Convertible Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2023		7,000,000	$	7,000		155,464,808	$	155,463		—	$	—	$	2,618,454	$	(4,242,482	)	$	(1,461,565	)

Common stock issuable for services		—		—		—		—		1,475,000		227,500		—		—			227,750
Common stock issuable for note extension included in inducement expense		—		—		—		—		2,080,000		520,000		—		—			520,000
Warrant issued for commitment fee		—		—		—		—		—		—		677,130		—			677,130
Net loss		—		—		—		—		—		—		—		(1,610,880	)		(1,610,880	)
Balance, March 31, 2024		7,000,000	$	7,000		155,464,808	$	155,463		3,555,000	$	747,750	$	3,295,584	$	(5,853,362	)	$	(1,647,565	)

For the Three Months Ended March 31, 2023


	Convertible								Additional
	Preferred Stock				Common Stock				Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, December 31, 2022		7,000,000	$	7,000		315,188,929	$	315,188	$	637,577	$	(1,785,932	)	$	(826,167	)

Stock issued for license fee		—		—		1,000,000		1,000		369,000		—			370,000
Stock issued for services		—		—		490,000		490		175,910		—			176,400
Net loss		—		—		—		—		—		(975,829	)		(975,829	)
Balance, March 31, 2023		7,000,000	$	7,000		316,678,929	$	316,678	$	1,182,487	$	(2,761,761	)	$	(1,255,596	)

The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements

Ludwig Enterprises, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(1,610,880	)	$	(975,829	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issuable for services		227,750			176,400
Stock warrants issued for finance cost		677,130			370,000
Amortization of debt discount		8,000			152,737
Inducement expense		520,000			—
Changes in operating assets and liabilities:
Deposit		—			(23,865	)
Accounts payable and accrued liabilities		75,135			2,672
Net Cash Used in Operating Activities		(102,865	)		(297,885	)
Cash Flows from Financing Activities:
Proceeds from convertible notes payable - net		290,000			70,000
Cash advance from investor		50,000			—
Net Cash Provided by Financing Activities		340,000			70,000
Net change in cash		237,135			(227,885	)
Cash, beginning of period		108,335			516,195
Cash, end of period	$	345,470		$	288,310
Supplemental cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash financing activity
Original issuance debt and guaranteed interest as debt discount	$	15,000		$	30,000

The accompanying unaudited notes are an integral part of these unaudited consolidated financial statements.

LUDWIG ENTERPRISES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

Note 1–- Organization and Nature of Operations

Organization and Nature of Operations

Ludwig Enterprises, Inc. (collectively, “we,” “us,” “our” or the “Company”), a Nevada Corporation (incorporated February 2006).

The Company is currently seeking to develop products and services through the use of cutting-edge technologies in the health care industry.

Formation of Subsidiaries

On May 18, 2022, the Company formed mRNA for Life, Inc. (“mRNA”), a Wyoming corporation, which is a wholly-owned subsidiary of the Company. mRNA is expected to produce supplements to address clinical diagnoses from mRNA cheek swabs.

On November 18, 2022, the Company formed Precision Genomics, Inc. (“PGI”), a Wyoming corporation, which is a wholly-owned subsidiary of the Company. PGI will be developing proprietary medical artificial intelligence (“AI”) technology that uses mRNA inflammatory language to potentially capture an inflammatory snapshot of disease and the body’s response to treatment.

On June 6, 2023, the Company formed Exousia Ai, Inc. (“EXO”), a Wyoming corporation, which is a wholly-owned subsidiary of the Company. EXO was formed to focus on studying the expression of differentially expressed mRNA genes in various chronic inflammatory diseases.

Liquidity, Going Concern and Management’s Plans

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, for the three months ended March 31, 2024, the Company had:

●

Net loss of $1,610,880; and

●

Net cash used in operations was $102,865

Additionally, at March 31, 2024, the Company had:

●

Accumulated deficit of $5,853,362

●

Stockholders’ deficit of $1,647,565; and

●

Working capital deficit of $1,647,565

The Company has cash on hand of $345,470 at March 31, 2024. The Company does not expect to generate sufficient revenues and positive cash flows from operations to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

●

Execute business operations more fully during the year ended December 31, 2024,

●

Seek out strategic acquisitions of health care technology; and

●

Explore prospective partnership opportunities

Note 2–- Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2023, contained in the Company’s Form 10-K filed with the SEC on April 16, 2023.

Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries mRNA and EXO. All intercompany transactions and balances have been eliminated.

Use of Estimates

Preparing 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 the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the three months ended March 31, 2024 and 2023 include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

●

Level 1–- Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2–- Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3–-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments are carried at historical cost. At March 31, 2024 and December 31, 2023, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 ”Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents and Concentration of Credit Risk

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000.

At March 31, 2024 and December 31, 2023, the Company’s cash balances exceeded FDIC insured limits by $45,000 and $0, respectively. The Company did not have any losses on cash in excess of the insured FDIC limit.

Revenue recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract; and

recognize revenue as the performance obligation is satisfied.

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

The Company incurred research and development expenses of $42,982 and $410,016 for the three months ended March 31, 2024 and 2023, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the statements of operations.

The Company recognized $10,451 and $69,856 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options and common stock warrant.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●

Exercise price,

●

Expected dividends,

●

Expected volatility,

●

Risk-free interest rate; and

●

Expected life of option

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible preferred stock, convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.

At March 31, 2024 and 2023, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:

Potentially dilutive equity securities

	March 31, 2024		December 31, 2023

Convertible Preferred Stock		700,000,000		700,000,000
Warrant		2,604,667		—

Each share of preferred stock (7,000,000 shares) is convertible into 100 shares of common stock.

New Accounting Standard Adopted

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

This guidance was adopted on January 1, 2024. The adoption of ASU 2022-03 did not have a material impact on the Company's consolidated financial statements.

Note 3 – Notes Payable and Convertible Notes Payable

Notes Payable - Net

Notes payable are summarized as follows:

Summary of notes payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
June 2012	July 2024	8%	Unsecured	$	6,240	$	6,240
May 2014	July 2024	8%	Unsecured		3,456		3,456
June 2016	July 2024	8%	Unsecured		38,216		38,216
January 2017	July 2024	8%	Unsecured		7,344		7,344
November 2020	July 2024	12%	Unsecured		46,480		46,480
March 2021	July 2024	8%	Unsecured		5,400		5,400
November 2021	July 2024	0%	Unsecured		250,000		250,000
February 2022	July 2024	0%	Unsecured		150,000		150,000
August 2023	August 2024	8%	Unsecured		122,873		122,873
January 2023 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
October 2022 ⁽¹⁾	July 2024	0%	Unsecured		440,000		440,000
November 2022 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
			Notes payable	$	1,270,009	$	1,270,009

(1)	In November 2023, the convertible notes were amended to remove the conversion features and the Company reclassified $640,000 from convertible notes to notes payable.

Convertible Notes Payable - Net

The Company had the following activity related to its convertible notes payable:

Convertible notes payable, net


Balance - December 31, 2023	$	100,000
Proceeds (face amount of note)		300,000
Guaranteed Interest recorded to convertible note payable		5,000
Original issue debt discount		(10,000	)
Guaranteed interest – debt discount		(5,000	)
Amortization of debt discount		8,000
Balance – March 31, 2024	$	398,000

Convertible Notes Payable are summarized as follows:

Summary Of Convertible Notes Payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
October 2023	October 2024	8%	Unsecured	$	100,000		100,000
February 2024	May 2024	10%	Unsecured		55,000		-
March 2024	March 2025	8%	Unsecured		150,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
				$	405,000	$	100,000
			Less: unamortized debt discount		(7,000)		-
			Convertible notes payable – net		398,000	$	100,000

Notes Issued in 2024

In February, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated February 12, 2024, in the principal amount of $50,000. The Note was funded by the Investor on February 15, 2024, with the Company receiving funding of $40,000, net of OID of $15,000, including guaranteed interest of 10% per calendar year, or $5,000. The Note matures on May 12, 2024. Only upon an event of default that shall not have been cured, the Note is convertible into shares of the Company’s common stock at any time at a conversion price equal to the lowest traded price of the Common Stock during the thirty (30) business days prior to the relevant notice of conversion; provided, however, that the Investor may not convert the Note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.99% of the Company’s then-issued and outstanding common stock.

On March 28, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated March 31, 2024, in the principal amount of $150,000 with an interest rate of 8% per annum. The Note matures on March 31,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

On March 28, 2024, the Company entered into a second securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated March 31, 2024, in the principal amount of $50,000 with an interest rate of 8% per annum. The Note matures on March 31,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

Inducements

In March 2024, the Company recorded 2,080,000 shares of common stock issuable as inducements to 7 individuals for the extension of 7 promissory notes to July 1, 2024, which shares were valued at $0.25 per share. The Company recorded $520,000 as inducement expense.

Note 4 – Commitments and Contingencies

On September 5, 2023, we entered into an employment agreement with Marvin S. Hausman, M.D., pursuant to which Dr. Hausman serves as our Chief Executive Officer. Under his employment agreement, we will pay Dr. Hausman $5,000 per month. In addition, we will pay Dr. Hausman an amount equal to 10% of gross sales revenues attributable to Dr. Hausman’s efforts, in perpetuity.

On September 5, 2023, we entered into an employment agreement with Thomas Terwilliger, pursuant to which Mr. Terwilliger serves as our Chief Operating Officer, Treasurer and Secretary. Under his employment agreement, we will pay Mr. Terwilliger $5,000 per month. In addition, we will pay Mr. Terwilliger an amount equal to 10% of gross sales revenues attributable to Mr. Terwilliger’s efforts, in perpetuity. On November 28, 2023, Mr. Terwilliger resigned as Chief Operating Officer, but continues to provide limited services to the company on an outsourced basis.

On November 15, 2023, we entered into a Financial Advisory Services Agreement with EverAsia Financial Group, Inc., a financial consulting firm owned by Scott J. Silverman, who, in conjunction with the execution the CFO Agreement, was appointed as our Chief Financial Officer. Under the CFO Agreement, the Company is obligated to make monthly payments of $8,750, as follows:

Beginning from the execution date of the CFO Agreement and continuing until the Company raises $750,000 in equity or debt financing (the “Accrual Period”), the Company is obligated to make the monthly payments described in the following table:

Schedule of monthly payment

Funds Raised	Paid Monthly	Accrued Monthly
$0 – $250,000	$3,750	$5,000
$250,000 – $750,000	$5,000	$3,750

Upon the Company’s raising of $750,000, it shall pay the accrued amount in cash. Thereafter, the Company

shall pay the entire monthly payment without accrual.

Note 5 – Stockholders’ Deficit

The Company has two (2) classes of stock:

Common Stock

●

1,250,000,000 shares authorized

●

$0.001 par value

●

Voting at 1 vote per share

Preferred Stock

In May 2022 and December 2022, the Company’s Articles of Incorporation, as amended, authorized the issuance of 7,000,000 shares of preferred stock which may be amended from time to time in one or more series. The Board of Directors is authorized to determine, prior to issuing any such series of preferred stock and without any vote or action by the shareholders, the rights, preferences, privileges and restrictions of the shares of such series, including dividend rights, voting rights, terms of redemption, the provisions of any purchase, retirement or sinking fund to be provided for the shares of any series, conversion and exchange rights, the preferences upon any distribution of the assets of the Company, including in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the preferences and relative rights among each series of preferred stock.

The Board of Directors has made the following designations of its preferred stock.

Series A, Convertible Preferred Stock

●

7,000,000 shares authorized.

●

$0.001 par value.

●

Conversion feature–-each share of preferred stock is convertible into 100 shares of common stock.

●

Voting–-on an as converted basis with common stock, at the applicable conversion rate (100 votes for each share of convertible preferred held).

●

Dividends–-accrued only upon declaration of the board of directors, at the applicable conversion rate.

●

Mandatorily redeemable (automatic conversion) on January 1, 2025. (See below amendment)

●

Anti-dilution provision – rights exist for the period of two years after the convertible preferred shares were converted into common stock. Additionally, holders of the convertible preferred stock will have full ratchet anti-dilution protection rights at the rate of 65% calculated on a fully diluted basis. (See below amendment)

In connection with the issuance of these Series A, convertible preferred shares, the Company determined that there were no provisions within ASC 815 that were met, which would require derivative liability accounting treatment. Specifically, as noted below, upon amending the terms of the Series A, convertible preferred stock, at that time, there had been no new stock issuances of any type which may have triggered the anti-dilution provision.

In December 2022, the Company amended its articles of incorporation related to certain terms of its Series A, convertible preferred stock. At that time, the Company, along with approval from its convertible preferred stockholders agreed to remove provisions related to mandatory redemption as well as anti-dilution rights.

At March 31, 2024 and December 31, 2023, the Company had 7,000,000 shares issued and outstanding. See below for related issuances.

Equity Transactions for fiscal year 2024

During the three months ended March 31, 2024, the Company recorded 3,555,000 shares of common stock issuable as follows:

●

225,000 shares of common stock to three individuals as bonuses for their services valued at $0.29 per share, the closing price on the date of issue as quoted on OTCMarkets.com, for a total of $65,250.

●

1,250,000 shares of common stock to an individual for his services. Such shares of common stock were issued as compensation (250,000 shares pursuant to a consulting agreement and 1,000,000 shares as a performance bonus) valued at $0.13 per share, the closing price on the date of issue as quoted on OTCMarkets.com, for a total of $162,500.

●

2,080,000 shares of common stock as inducements to enter into promissory notes with the Company, valued at $0.25 per share, the closing price on the date of issue as quoted on OTCMarkets.com, for a total of $520,000

Securities Purchase Agreement

On February 12, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company has the right to sell to the Investor up to $5,000,000 in shares of its common stock (“Common Stock”), subject to certain limitations. The Investor was also issued a five-year warrant (the “Warrant”) to purchase 2,604,667 shares of Common Stock (the “Warrant Shares”) with standard anti-dilution provisions and cashless exercise.

Under the terms and subject to the conditions of the Purchase Agreement, the Investor is obligated to purchase up to $5,000,000 in shares of Common Stock (subject to certain limitations) from time to time over the period commencing on the date of the Purchase Agreement and ending on June 30, 2025. The price per share of Common Stock shall be eighty percent (80%) of the lowest traded price of the Common Stock for the six trading days following the closing date associated with the purchase notice delivered by the Company to the Investor. The maximum amount of each purchase notice shall be the lesser of (a) $250,000 or (b) two hundred fifty percent (250%) of the average daily trading volume during the six business days prior to the date associated with the purchase notices delivered by the Company to the Investor.

The Company’s sales of shares of Common Stock to the Investor under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by the Investor and its affiliates, at any single point in time, of more than 4.99% of the then-outstanding shares of the Common Stock; provided, however, that the Investor may increase the beneficial ownership limitation up to 9.99%, at its sole discretion, upon sixty-one (61) days’ prior written notice to the Company.

The Company agreed with the Investor that it will not enter into any other equity line or similar agreements without the prior consent of the Investor.

Pursuant to the terms of the Registration Rights Agreement, the Company shall file a registration statement with the SEC with respect to the shares of Common Stock issuable to the Investor pursuant to the Purchase Agreement and the Warrant Shares within 20 calendar days.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and the Investor and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties.

The Company has not sold any shares to the Investor as of March 31, 2024.

Note 6 – Warrants

In February 2024, the Company issued 2,604,667 warrants in connection with the Purchase Agreement (Note 5), valued at $677,130. The Warrants expire five (5) years from the date of issuance. The warrants were earned and issued without recourse upon signature of the Purchase Agreement (Note 5),and recorded as a finance expense. The exercise price per warrant shall be calculated by dividing $30,000,000 by the total number of outstanding shares of common stock as of the exercise date.

A summary of activity of the warrants during the three months ended March 31, 2024, is follows:

Summary of activity of the warrants

	Number of		Weighted average	Weighted average
	Warrant		Exercise price	Remaining life (year)
Outstanding at December 31, 2023	-	$	-	-
Grant	2,604,667		0.19	5.00
Exercised	-		-	-
Cancelled	-		-	-
Outstanding at March 31, 2024	2,604,667	$	0.19	4.87

The intrinsic value of the warrants as of March 31, 2024, is $148,545. All of the outstanding warrants are exercisable as of March 31, 2024.

Valuation

The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:

Valuation assumptions


	Three months ended
	March 31, 2024
Expected term		5 years
Expected average volatility		338	%
Expected dividend yield		—
Risk-free interest rate		4.13	%

Note 7 – Subsequent Events

On April 1, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated April 1, 2024, in the principal amount of $10,000 with an interest rate of 8% per annum. The Note matures on April,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

On April 1, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated April 1, 2024, in the principal amount of $10,000 with an interest rate of 8% per annum. The Note matures on April 1,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

On May 9, 2024, the Company paid the $50,000 OID Note entered into in February, 2024 together with $5,000 in guaranteed interest and retired the Note.

On May 15, 2024, the Company entered issued a Convertible Promissory Note to an investor in the principal amount of $10,000 with an interest rate of 8% per annum. The Note matures on May 15, 2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

On May 16, 2024, the Company entered issued a Convertible Promissory Note to an investor in the principal amount of $100,000 with an interest rate of 8% per annum. The Note matures on May 16, 2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

Item 2. 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 our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement Regarding Forward Looking Statements” and elsewhere herein. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Forward looking Statements

There are “forward looking statements” contained herein. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

_●

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

_●

Our failure to earn revenues or profits;

_●

Inadequate capital to continue business;

_●

Volatility or decline of our stock price;

_●

Potential fluctuation in quarterly results;

_●

Rapid and significant changes in markets;

_●

Litigation with or legal claims and allegations by outside parties; and

_●

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the unaudited financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

We are an innovative technology and health related company that is developing products that use mRNA-based genetic markers with the potential to measure the presence of inflammation, and, as a result, inflammatory driven diseases and monitor patient response to treatment. Advancements in medical technology have awarded us with cutting edge genetic tools, unheard of even a generation ago. These genetic tools have the potential to not only achieve early detection of diseases but also to support customized treatments that may improve patient outcomes. Our company is at the forefront of this new era of medicine with development of products that will embody our proprietary mRNA genomic technology that has the potential of detecting genetic biomarkers for inflammatory driven diseases, including, but not limited to, heart disease, diabetes, preeclampsia, cancer and “long COVID.”

Our subsidiary, Precision Genomics, Inc., has developed medical machine learning, artificial intelligence (“AI”) technology that uses measurements of mRNA genetic biomarkers to potentially predict the presence of inflammation, and, as a result, inflammatory driven diseases and monitor patient response to treatment. Precision Genomics’ proprietary technology uses unique mRNA language to capture a snapshot of disease and the body’s response to treatment. This genomic technology is applicable to chronic inflammatory driven diseases, including, but not limited to, cancer, heart disease, diabetes, preeclampsia and “long COVID.”

Effects of COVID 19 on The Company

The COVID-19 pandemic did not have a discernable negative impact on our company, due to our lack of capital with which we operate. Overall, our company is not of a size that required us to implement “companywide” policies in response to the COVID-19 pandemic.

Current Financial Condition Summary

We have not yet derived revenues from our operations.

We had a net loss of $1,610,880 (unaudited) for the three months ended March 31, 2024. Additionally, we had net cash used in operating activities of $102,865 (unaudited) for the three months ended March 31, 2024. At March 31, 2024, we had a working capital deficit of $1,647,565 (unaudited), an accumulated deficit of $5,853,362 (unaudited) and a stockholders’ deficit of $1,647,565 (unaudited), which could have a material impact on our ability to obtain needed capital.

Results of Operations

Three months ended March 31, 2024, compared to the three months ended March 31, 2022. For the three months ended March 31, 2024 and 2023, we had revenue from services of $13,047 and $0, respectively. We expect that revenues from sales of our planned products will begin during the third quarter of 2024, assuming we are able to obtain needed funding of approximately $1,500,000, of which there is no assurance.

Operating Expenses. Total operating expenses for the three months ended March 31, 2024 and 2023, were $411,162 and $820,520, respectively. The decrease in operating expenses during the three months ended March 31, 2024, was primarily due to a significant decrease in our activities relating to research and development, as well as the reduction in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal.

General and Administrative Expenses. The decrease of $42,324 in general and administrative expenses for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to the decrease in our payments of monthly fees to our key consultants and fees for professional services, including accounting and legal.

Research and Development. The $42,982 and $410,016 in research and development expenses for the three months ended March 31, 2024 and 2023, respectively, were incurred due to our determining to make expenditures in the development of our planned products, including the payment of product study-relate expenses. While we expect to continue to incur research and development expenses, we are unable to predict the level of such expenditures, due to the uncertainty of the level of funding that will be available to us.

Other Income/Expense. Total other expense for the three months ended March 31, 2024 and 2023, were $1,212,765 and $155,309, respectively. The increase in total other expense during the three months ended March 31, 2024, was primarily due to a increase in inducement expense associated with our extending notes payable that had reached maturity and an issuance of warrants as a financing expense.

Amortization of Debt Discount. During the three months ended March 31, 2024, we incurred $8,000 in amortization of debt discount for OID and guaranteed interest on a convertible note payable. During the three months ended March 31, 2023, we incurred amortization of debt discount expense of $152,737. We are unable to predict with any certainty our amortization of debt discount expense for all of 2024.

Interest Expense. Interest expense for the three months ended March 31, 2024, was higher than for the three months ended March 31, 2023, $7,635 versus $2,572. We anticipate that our interest expense for all of 2024 will be higher but are unable to make any prediction in this regard.

Net Loss. We incurred a net loss of $1,610,880 for the three months ended March 31, 2024, as compared to a net loss of $975,829 for the three months ended March 31, 2023. The increase in net loss for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to stock-based inducement and financing expenses of $1,197,130, and reduced by a decrease of $409,358 in operating expenses, a decrease of $144,737 in amortization of debt discount and a increase in interest expense of $5,063. Should we be able to obtain needed capital, as we continue to expand our business activities, we expect that our operating expenses for all of 2024 will be in excess of those incurred during the year ended December 31, 2023. However, we are unable to predict our actual operating expenses for all of 2024, due to the uncertainty surrounding our ability to obtain capital.

Liquidity and Capital Resources

March 31, 2024. At March 31, 2024, the Company had $345,470 in cash and a working capital deficit of $1,647,565 compared to $108,335 in cash and a working capital deficit of $1,461,565 at December 31, 2023. The Company has sufficient working capital to fund current operating expenses at least through the third quarter of 2024. To the extent the Company requires additional funds beyond such time, we will need to obtain additional debt or equity-based capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Cash Flows

Net Cash Used in Operating Activities. Net cash used in operating activities was $102,865 during the three months ended March 31, 2024, compared to $297,885 used during the three months ended March 31, 2023.

Net Cash Used in Investing Activities. Net cash used in investing activities was $-0- during the three months ended March 31, 2024, compared to $-0- during the three months ended March 31, 2023.

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $340,000 of net cash during the three months ended March 31, 2024, as compared to $70,000 provided during the three months ended March 31, 2023. All of the cash provided by financing activities was proceeds from convertible promissory notes issued and an advance.

Notes Payable and Convertible Promissory Notes

On March 28, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated March 31, 2024, in the principal amount of $50,000 with an interest rate of 8% per annum. The Note matures on March 31,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

Notes payable are summarized as follows:

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
June 2012	July 2024	8%	Unsecured	$	6,240	$	6,240
May 2014	July 2024	8%	Unsecured		3,456		3,456
June 2016	July 2024	8%	Unsecured		38,216		38,216
January 2017	July 2024	8%	Unsecured		7,344		7,344
November 2020	July 2024	12%	Unsecured		46,480		46,480
March 2021	July 2024	8%	Unsecured		5,400		5,400
November 2021	April 2024	0%	Unsecured		250,000		250,000
February 2022	April 2024	0%	Unsecured		150,000		150,000
August 2023	August 2024	8%	Unsecured		122,873		122,873
January 2023 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
October 2022 ⁽¹⁾	July 2024	0%	Unsecured		440,000		440,000
November 2022 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
			Notes payable	$	1,270,009	$	1,270,009

(1)	In November 2023, the convertible notes were amended to remove the conversion features and the Company reclassified $640,000 from convertible notes to notes payable.

Convertible Notes Payable - Net

The Company had the following activity related to its convertible notes payable:

Balance - December 31, 2023	$	100,000
Proceeds (face amount of note)		300,000
Guaranteed Interest recorded to convertible note payable		5,000
Original issue debt discount		(10,000	)
Guaranteed interest – debt discount		(5,000	)
Amortization of debt discount		8,000
Balance – March 31, 2024	$	398,000

Convertible Notes Payable are summarized as follows:

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
October 2023	October 2024	8%	Unsecured	$	100,000		100,000
February 2024	May 2024	10%	Unsecured		55,000		-
March 2024	March 2025	8%	Unsecured		150,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
				$	405,000	$	100,000
			Less: unamortized debt discount		(7,000)		-
			Convertible notes payable – net		398,000	$	100,000

Advances

On March 28, 2024, an individual advanced the Company $50,000. There are no repayment terms on the advance as they are still under negotiation.

Going Concern

The unaudited consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, we had a working capital deficit of $1,647,565 at March 31, 2024, and had a net loss of $1,610,880 (unaudited) for the three months ended March 31, 2024, which raises substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of the financial statements.

Off Balance Sheet Arrangements

At March 31, 2024, we did not have any off balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our accounting policies are more fully described in our unaudited financial statements. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.

We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.

Fair Value of Financial Instruments. The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The three tiers are defined as follows:

	_●	Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

	_●	Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

	_●	Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Derivative Liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount and other direct financing expenses. The original issue discount and financing expenses are recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Research and Development. The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

Stock-based Compensation. The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

	●	Exercise price,
	●	Expected dividends,
	●	Expected volatility,
	●	Risk-free interest rate; and
	●	Expected life of option

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the quarter ended March 31, 2024, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We have no pending legal or administrative proceedings.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

During the three months ended March 31, 2024, we issue no unregistered securities that have not been reported previously.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

	Exhibit	Description
	31.1*	Certification by Registrant’s Chief Executive Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024
	31.2*	Certification by Registrant’s Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024
	32.1*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024

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101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document.

	101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
	104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________

* Filed herewith.

SIGNATURES

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

LUDWIG ENTERPRISES, INC.

By: /s/ Marvin Hausman, M.D.

Marvin Hausman, M.D.

Chief Executive Officer

Dated: May 20, 2024

EXHIBIT 31.1

CERTIFICATION

I, Marvin Hausman, M.D., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ludwig Enterprises, Inc. for the fiscal period ended March 31, 2024.

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

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

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

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

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

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

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

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

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

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

Date: May 20, 2024

By: /s/ Marvin Hausman, M.D.

Marvin Hausman, M.D

Chief Executive Officer

EXHIBIT 31.2

I, Scott J. Silverman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ludwig Enterprises, Inc. for the fiscal period ended September 30, 2023.

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

Date: May 20, 2024

By: /s/ Scott J. Silverman

Scott J. Silverman

Chief Financial Officer [Principal Financial Officer]

EXHIBIT 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Marvin Hausman, M.D., certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ludwig Enterprises, Inc. on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ludwig Enterprises, Inc. at the dates and for the periods indicated.

Date: May 20, 2024

By: /s/ Marvin Hausman, M.D.

Marvin Hausman, M.D.

Chief Executive Officer

I, Scott J. Silverman, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ludwig Enterprises, Inc. on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ludwig Enterprises, Inc. at the dates and for the periods indicated.

Date: May 20, 2024

By: /s/ Scott J. Siverman

Scott J. Silverman

Chief Financial Officer [Principal Financial Officer]

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

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-271439
Entity Registrant Name	Ludwig Enterprises, Inc.
Entity Central Index Key	0001960262
Entity Tax Identification Number	61-1133438
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1749 Victorian Avenue
Entity Address, Address Line Two	#C-350
Entity Address, City or Town	Sparks
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89431
City Area Code	786
Local Phone Number	235-9026
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		159,019,808

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 345,470	$ 108,335
Prepaid expenses	4,133	4,133
Total Current Assets	349,603	112,468
Total Assets	349,603	112,468
Current Liabilities
Accounts payable and accrued liabilities	279,159	204,024
Notes payable	1,270,009	1,270,009
Convertible notes payable, net	398,000	100,000
Advances	50,000
Total Current Liabilities	1,997,168	1,574,033
Total Liabilities	1,997,168	1,574,033
Stockholders' Deficit
Preferred stock: 7,000,000 authorized; $0.001 par value, 7,000,000 shares issued and outstanding	7,000	7,000
Common stock: 1,250,000,000 authorized; $0.001 par value, 155,464,808 and 155,464,808 shares issued and outstanding, respectively	155,463	155,463
Common stock issuable	747,750
Additional paid in capital	3,295,584	2,618,454
Accumulated deficit	(5,853,362)	(4,242,482)
Total Stockholders' Deficit	(1,647,565)	(1,461,565)
Total Liabilities and Stockholders' Deficit	$ 349,603	$ 112,468

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, authorized	7,000,000	7,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, issued	7,000,000	7,000,000
Preferred stock, outstanding	7,000,000	7,000,000
Common stock, authorized	1,250,000,000	1,250,000,000
Common stock, par value	$ 0.001	$ 0.001
Commons stock, issued	155,464,808	155,464,808
Commons stock, outstanding	155,464,808	155,464,808

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 13,047
Operating expenses
General and administration expenses	368,180	410,504
Research and development	42,982	410,016
Total operating expenses	411,162	820,520
Net loss from operations	(398,115)	(820,520)
Inducement expense	(520,000)
Interest expense	(7,635)	(2,572)
Amortization of debt discount	(8,000)	(152,737)
Total other income (expense)	(1,212,765)	(155,309)
Net loss	(1,610,880)	(975,829)
Income tax benefit
Basic and diluted loss per common share	$ (0.01)	$ (0.00)
Weighted average number of common shares outstanding, basic and diluted	155,464,808	316,055,485

Statements of Stockholders Deficit (Unaudited) - USD ($)	Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 7,000	$ 315,188		$ 637,577	$ (1,785,932)	$ (826,167)
Beginning balance, shares at Dec. 31, 2022	7,000,000	315,188,929
Stock issued for services		$ 490		175,910		176,400
Beginning balance, shares		490,000
Net loss					(975,829)	(975,829)
Stock issued for license fee		$ 1,000		369,000		370,000
Beginning balance, shares		1,000,000
Ending balance, value at Mar. 31, 2023	7,000	$ 316,678		1,182,487	(2,761,761)	(1,255,596)
Beginning balance, shares at Mar. 31, 2023		316,678,929
Beginning balance, value at Dec. 31, 2023	7,000	$ 155,463		2,618,454	(4,242,482)	(1,461,565)
Beginning balance, shares at Dec. 31, 2023		155,464,808
Stock issued for services			$ 227,500			227,750
Beginning balance, shares			1,475,000
Common stock issuable for note extension included in inducement expense			$ 520,000			520,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			2,080,000
Warrant issued for commitment fee				677,130		677,130
Net loss					(1,610,880)	(1,610,880)
Ending balance, value at Mar. 31, 2024	$ 7,000	$ 155,463	$ 747,750	$ 3,295,584	$ (5,853,362)	$ (1,647,565)
Beginning balance, shares at Mar. 31, 2024	7,000,000	155,464,808	3,555,000

Consolidated Statement of Cashflows - USD ($)	3 Months Ended
Consolidated Statement of Cashflows - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Statement of Cash Flows [Abstract]
Net loss	$ (1,610,880)	$ (975,829)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issuable for services	227,750	176,400
Stock warrants issued for finance cost	677,130	370,000
Amortization of debt discount	8,000	152,737
Inducement expense	520,000
Changes in operating assets and liabilities:
Deposit		(23,865)
Accounts payable and accrued liabilities	75,135	2,672
Net Cash Used in Operating Activities	(102,865)	(297,885)
Proceeds from convertible notes payable - net	290,000	70,000
Cash advance from investor	50,000
Net Cash Provided by Financing Activities	340,000	70,000
Net change in cash	237,135	(227,885)
Cash, beginning of period	108,335	516,195
Cash, end of period	345,470	288,310
Cash paid for interest
Cash paid for taxes
Supplemental disclosure of non-cash financing activity
Original issuance debt and guaranteed interest as debt discount	$ 15,000	$ 30,000

Organization and Nature of Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

Note 1–- Organization and Nature of Operations

Organization and Nature of Operations

Ludwig Enterprises, Inc. (collectively, “we,” “us,” “our” or the “Company”), a Nevada Corporation (incorporated February 2006).

The Company is currently seeking to develop products and services through the use of cutting-edge technologies in the health care industry.

Formation of Subsidiaries

Liquidity, Going Concern and Management’s Plans

As reflected in the accompanying financial statements, for the three months ended March 31, 2024, the Company had:

●

Net loss of $1,610,880; and

●

Net cash used in operations was $102,865

Additionally, at March 31, 2024, the Company had:

●

Accumulated deficit of $5,853,362

●

Stockholders’ deficit of $1,647,565; and

●

Working capital deficit of $1,647,565

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.

Management’s strategic plans include the following:

●

Execute business operations more fully during the year ended December 31, 2024,

●

Seek out strategic acquisitions of health care technology; and

●

Explore prospective partnership opportunities

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2–- Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Significant estimates during the three months ended March 31, 2024 and 2023 include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Fair Value of Financial Instruments

The three tiers are defined as follows:

●

Level 1–- Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2–- Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3–-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Cash and Cash Equivalents and Concentration of Credit Risk

At March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

Revenue recognition

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract; and

recognize revenue as the performance obligation is satisfied.

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

The Company incurred research and development expenses of $42,982 and $410,016 for the three months ended March 31, 2024 and 2023, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the statements of operations.

The Company recognized $10,451 and $69,856 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options and common stock warrant.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●

Exercise price,

●

Expected dividends,

●

Expected volatility,

●

Risk-free interest rate; and

●

Expected life of option

Warrants

Basic and Diluted Earnings (Loss) per Share

At March 31, 2024 and 2023, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:

Potentially dilutive equity securities

	March 31, 2024		December 31, 2023

Convertible Preferred Stock		700,000,000		700,000,000
Warrant		2,604,667		—

Each share of preferred stock (7,000,000 shares) is convertible into 100 shares of common stock.

New Accounting Standard Adopted

This guidance was adopted on January 1, 2024. The adoption of ASU 2022-03 did not have a material impact on the Company's consolidated financial statements.

Notes Payable and Convertible Notes Payable

3 Months Ended

Mar. 31, 2024

Notes Payable And Convertible Notes Payable

Notes Payable and Convertible Notes Payable

Note 3 – Notes Payable and Convertible Notes Payable

Notes Payable - Net

Notes payable are summarized as follows:

Summary of notes payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
June 2012	July 2024	8%	Unsecured	$	6,240	$	6,240
May 2014	July 2024	8%	Unsecured		3,456		3,456
June 2016	July 2024	8%	Unsecured		38,216		38,216
January 2017	July 2024	8%	Unsecured		7,344		7,344
November 2020	July 2024	12%	Unsecured		46,480		46,480
March 2021	July 2024	8%	Unsecured		5,400		5,400
November 2021	July 2024	0%	Unsecured		250,000		250,000
February 2022	July 2024	0%	Unsecured		150,000		150,000
August 2023	August 2024	8%	Unsecured		122,873		122,873
January 2023 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
October 2022 ⁽¹⁾	July 2024	0%	Unsecured		440,000		440,000
November 2022 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
			Notes payable	$	1,270,009	$	1,270,009

(1)	In November 2023, the convertible notes were amended to remove the conversion features and the Company reclassified $640,000 from convertible notes to notes payable.

Convertible Notes Payable - Net

The Company had the following activity related to its convertible notes payable:

Convertible notes payable, net


Balance - December 31, 2023	$	100,000
Proceeds (face amount of note)		300,000
Guaranteed Interest recorded to convertible note payable		5,000
Original issue debt discount		(10,000	)
Guaranteed interest – debt discount		(5,000	)
Amortization of debt discount		8,000
Balance – March 31, 2024	$	398,000

Convertible Notes Payable are summarized as follows:

Summary Of Convertible Notes Payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
October 2023	October 2024	8%	Unsecured	$	100,000		100,000
February 2024	May 2024	10%	Unsecured		55,000		-
March 2024	March 2025	8%	Unsecured		150,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
				$	405,000	$	100,000
			Less: unamortized debt discount		(7,000)		-
			Convertible notes payable – net		398,000	$	100,000

Notes Issued in 2024

Inducements

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 4 – Commitments and Contingencies

Schedule of monthly payment

Funds Raised	Paid Monthly	Accrued Monthly
$0 – $250,000	$3,750	$5,000
$250,000 – $750,000	$5,000	$3,750

Upon the Company’s raising of $750,000, it shall pay the accrued amount in cash. Thereafter, the Company

shall pay the entire monthly payment without accrual.

Stockholders’ Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Deficit

Note 5 – Stockholders’ Deficit

The Company has two (2) classes of stock:

Common Stock

●

1,250,000,000 shares authorized

●

$0.001 par value

●

Voting at 1 vote per share

Preferred Stock

The Board of Directors has made the following designations of its preferred stock.

Series A, Convertible Preferred Stock

●

7,000,000 shares authorized.

●

$0.001 par value.

●

Conversion feature–-each share of preferred stock is convertible into 100 shares of common stock.

●

Voting–-on an as converted basis with common stock, at the applicable conversion rate (100 votes for each share of convertible preferred held).

●

Dividends–-accrued only upon declaration of the board of directors, at the applicable conversion rate.

●

Mandatorily redeemable (automatic conversion) on January 1, 2025. (See below amendment)

●

At March 31, 2024 and December 31, 2023, the Company had 7,000,000 shares issued and outstanding. See below for related issuances.

Equity Transactions for fiscal year 2024

During the three months ended March 31, 2024, the Company recorded 3,555,000 shares of common stock issuable as follows:

●

Securities Purchase Agreement

The Company agreed with the Investor that it will not enter into any other equity line or similar agreements without the prior consent of the Investor.

The Company has not sold any shares to the Investor as of March 31, 2024.

Warrants

3 Months Ended

Mar. 31, 2024

Warrants

Warrants

Note 6 – Warrants

A summary of activity of the warrants during the three months ended March 31, 2024, is follows:

Summary of activity of the warrants

	Number of		Weighted average	Weighted average
	Warrant		Exercise price	Remaining life (year)
Outstanding at December 31, 2023	-	$	-	-
Grant	2,604,667		0.19	5.00
Exercised	-		-	-
Cancelled	-		-	-
Outstanding at March 31, 2024	2,604,667	$	0.19	4.87

The intrinsic value of the warrants as of March 31, 2024, is $148,545. All of the outstanding warrants are exercisable as of March 31, 2024.

Valuation

The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:

Valuation assumptions


	Three months ended
	March 31, 2024
Expected term		5 years
Expected average volatility		338	%
Expected dividend yield		—
Risk-free interest rate		4.13	%

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

Note 7 – Subsequent Events

On April 1, 2024, the Company entered into a securities purchase agreement (the “SPA”), pursuant to which the Company agreed to issue to the Investor a Promissory Note (the “Note”), dated April 1, 2024, in the principal amount of $10,000 with an interest rate of 8% per annum. The Note matures on April 1,2025. The principal amount of the note together with any accrued interest is convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Note together with any accrued interest shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.

On May 9, 2024, the Company paid the $50,000 OID Note entered into in February, 2024 together with $5,000 in guaranteed interest and retired the Note.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Significant estimates during the three months ended March 31, 2024 and 2023 include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The three tiers are defined as follows:

●

Level 1–- Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2–- Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3–-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Cash and Cash Equivalents and Concentration of Credit Risk

Cash and Cash Equivalents and Concentration of Credit Risk

At March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

Revenue recognition

Revenue recognition

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract; and

recognize revenue as the performance obligation is satisfied.

Research and Development

Research and Development

The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

The Company incurred research and development expenses of $42,982 and $410,016 for the three months ended March 31, 2024 and 2023, respectively.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the statements of operations.

The Company recognized $10,451 and $69,856 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options and common stock warrant.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●

Exercise price,

●

Expected dividends,

●

Expected volatility,

●

Risk-free interest rate; and

●

Expected life of option

Warrants

Warrants

Basic and Diluted Earnings (Loss) per Share

Basic and Diluted Earnings (Loss) per Share

At March 31, 2024 and 2023, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:

Potentially dilutive equity securities

	March 31, 2024		December 31, 2023

Convertible Preferred Stock		700,000,000		700,000,000
Warrant		2,604,667		—

Each share of preferred stock (7,000,000 shares) is convertible into 100 shares of common stock.

New Accounting Standard Adopted

New Accounting Standard Adopted

This guidance was adopted on January 1, 2024. The adoption of ASU 2022-03 did not have a material impact on the Company's consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Potentially dilutive equity securities

	March 31, 2024		December 31, 2023

Convertible Preferred Stock		700,000,000		700,000,000
Warrant		2,604,667		—

Notes Payable and Convertible Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Notes Payable And Convertible Notes Payable

Summary of notes payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
June 2012	July 2024	8%	Unsecured	$	6,240	$	6,240
May 2014	July 2024	8%	Unsecured		3,456		3,456
June 2016	July 2024	8%	Unsecured		38,216		38,216
January 2017	July 2024	8%	Unsecured		7,344		7,344
November 2020	July 2024	12%	Unsecured		46,480		46,480
March 2021	July 2024	8%	Unsecured		5,400		5,400
November 2021	July 2024	0%	Unsecured		250,000		250,000
February 2022	July 2024	0%	Unsecured		150,000		150,000
August 2023	August 2024	8%	Unsecured		122,873		122,873
January 2023 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
October 2022 ⁽¹⁾	July 2024	0%	Unsecured		440,000		440,000
November 2022 ⁽¹⁾	July 2024	0%	Unsecured		100,000		100,000
			Notes payable	$	1,270,009	$	1,270,009

Convertible notes payable, net


Balance - December 31, 2023	$	100,000
Proceeds (face amount of note)		300,000
Guaranteed Interest recorded to convertible note payable		5,000
Original issue debt discount		(10,000	)
Guaranteed interest – debt discount		(5,000	)
Amortization of debt discount		8,000
Balance – March 31, 2024	$	398,000

Summary Of Convertible Notes Payable

	Maturity	Interest		March 31,		December 31,
Issue Date	Date	Rate	Collateral	2024		2023
October 2023	October 2024	8%	Unsecured	$	100,000		100,000
February 2024	May 2024	10%	Unsecured		55,000		-
March 2024	March 2025	8%	Unsecured		150,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
March 2024	March 2025	8%	Unsecured		50,000		-
				$	405,000	$	100,000
			Less: unamortized debt discount		(7,000)		-
			Convertible notes payable – net		398,000	$	100,000

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of monthly payment

Funds Raised	Paid Monthly	Accrued Monthly
$0 – $250,000	$3,750	$5,000
$250,000 – $750,000	$5,000	$3,750

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Warrants

Summary of activity of the warrants

	Number of		Weighted average	Weighted average
	Warrant		Exercise price	Remaining life (year)
Outstanding at December 31, 2023	-	$	-	-
Grant	2,604,667		0.19	5.00
Exercised	-		-	-
Cancelled	-		-	-
Outstanding at March 31, 2024	2,604,667	$	0.19	4.87

Valuation assumptions


	Three months ended
	March 31, 2024
Expected term		5 years
Expected average volatility		338	%
Expected dividend yield		—
Risk-free interest rate		4.13	%

Organization and Nature of Operations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss	$ 1,610,880
Net cash used in operations	$ 102,865
Accumulated deficit		$ 5,853,362
Working capital deficit		1,647,565
Cash		$ 345,470	$ 108,335

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Convertible Preferred Stock	$ 700,000,000	$ 700,000,000
Grant	2,604,667

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash balance	$ 45,000	$ 0
Advertising costs	$ 10,451	$ 69,856

Notes Payable and Convertible Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Notes Payable	$ 1,270,009	$ 1,270,009
Note Payable One [Member]
Short-Term Debt [Line Items]
Issue date	June 2012
Maturity Date	July 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 6,240	6,240
Note Payable Two [Member]
Short-Term Debt [Line Items]
Issue date	May 2014
Maturity Date	July 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 3,456	3,456
Note Payable Three [Member]
Short-Term Debt [Line Items]
Issue date	June 2016
Maturity Date	July 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 38,216	38,216
Note Payable Four [Member]
Short-Term Debt [Line Items]
Issue date	January 2017
Maturity Date	July 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 7,344	7,344
Note Payable Five [Member]
Short-Term Debt [Line Items]
Issue date	November 2020
Maturity Date	July 2024
Interest rate	12.00%
Collateral Description	Unsecured
Notes Payable	$ 46,480	46,480
Note Payable Six [Member]
Short-Term Debt [Line Items]
Issue date	March 2021
Maturity Date	July 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 5,400	5,400
Note Payable Seven [Member]
Short-Term Debt [Line Items]
Issue date	November 2021
Maturity Date	July 2024
Interest rate	0.00%
Collateral Description	Unsecured
Notes Payable	$ 250,000	250,000
Note Payable Eight [Member]
Short-Term Debt [Line Items]
Issue date	February 2022
Maturity Date	July 2024
Interest rate	0.00%
Collateral Description	Unsecured
Notes Payable	$ 150,000	150,000
Note Payable Nine [Member]
Short-Term Debt [Line Items]
Issue date	August 2023
Maturity Date	August 2024
Interest rate	8.00%
Collateral Description	Unsecured
Notes Payable	$ 122,873	122,873
Note Payable Ten [Member]
Short-Term Debt [Line Items]
Issue date	January 2023 (1)
Maturity Date	July 2024
Interest rate	0.00%
Collateral Description	Unsecured
Notes Payable	$ 100,000	100,000
Note Payable Eleven [Member]
Short-Term Debt [Line Items]
Issue date	October 2022 (1)
Maturity Date	July 2024
Interest rate	0.00%
Collateral Description	Unsecured
Notes Payable	$ 440,000	440,000
Note Payable Twelve [Member]
Short-Term Debt [Line Items]
Issue date	November 2022 (1)
Maturity Date	July 2024
Interest rate	0.00%
Notes Payable	$ 100,000	$ 100,000

Notes Payable and Convertible Notes Payable (Details 1)	3 Months Ended
Notes Payable and Convertible Notes Payable (Details 1)	Mar. 31, 2024 USD ($)
Notes Payable And Convertible Notes Payable
Balance - December 31, 2023	$ 100,000
Proceeds (face amount of note)	300,000
Guaranteed Interest recorded to convertible note payable	5,000
Original issue debt discount	(10,000)
[custom:GuaranteedInterestDebtDscount]	(5,000)
Accretion of debt discount recorded to interest expense	8,000
Convertible Notes Payable	$ 398,000

Notes Payable and Convertible Notes Payable (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Long-Term Debt	$ 405,000	$ 100,000
Unamortized debt discount	(7,000)
[custom:ConvertibleNotesPayableNet-0]	$ 398,000	100,000
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
issue date	October 2023
Maturity Date	October 2024
Interest rate	8.00%
Collateral description	Unsecured
Convertible Notes Payable, Noncurrent	$ 100,000	100,000
Convertible Notes Payable Two [Member]
Short-Term Debt [Line Items]
issue date	February 2024
Maturity Date	May 2024
Interest rate	10.00%
Collateral description	Unsecured
Convertible Notes Payable, Noncurrent	$ 55,000
Convertible Notes Payable Three [Member]
Short-Term Debt [Line Items]
issue date	March 2024
Maturity Date	March 2025
Interest rate	8.00%
Collateral description	Unsecured
Convertible Notes Payable, Noncurrent	$ 150,000
Convertible Notes Payable Four [Member]
Short-Term Debt [Line Items]
issue date	March 2024
Maturity Date	March 2025
Interest rate	8.00%
Collateral description	Unsecured
Convertible Notes Payable, Noncurrent	$ 50,000
Convertible Notes Payable Five [Member]
Short-Term Debt [Line Items]
issue date	March 2024
Convertible Notes Payable Fiver [Member]
Short-Term Debt [Line Items]
Maturity Date	March 2025
Interest rate	8.00%
Collateral description	Unsecured
Convertible Notes Payable, Noncurrent	$ 50,000

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Monthly payment	$ 3,750
Accrued Monthly	5,000
Second Monthly payment	5,000
Second Accrued Monthly	3,750
Minimum [Member]
Loss Contingencies [Line Items]
Fund raised	0
Fund raised second range	250,000
Maximum [Member]
Loss Contingencies [Line Items]
Fund raised	250,000
Fund raised second range	$ 750,000

Warrants (Details) - USD ($)	3 Months Ended	12 Months Ended
Warrants (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Warrants
Outstanding at December 31, 2023	$ (0)
Outstanding at December 31, 2023	$ (0)
Outstanding at December 31, 2023
Grant	2,604,667
Grant	$ 0.19
Grant	5 years
Outstanding at March 31, 2024	$ 2,604,667	$ (0)
Outstanding at March 31, 2024	$ 0.19	$ (0)
Outstanding at March 31, 2024	4 years 10 months 13 days

Warrants (Details 1)	3 Months Ended
Warrants (Details 1)	Mar. 31, 2024
Warrants
Expected term	5 years
Expected average volatility	338.00%
Expected dividend yield	0.00%
Risk-free interest rate	4.13%

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