UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2019

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

For the transition period from ___________ to ___________

Commission File Number 000-55596

MyDx, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		99-0384160
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.
6335 Ferris Square, Suite B San Diego, CA		92121
4225 Executive Square, Suite 600 La Jolla, CA		92037
Address of Principal Executive Offices		Zip Code

(800) 814-4550

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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 Act). Yes ☐ No ☒

~~Securities~~5,901,262,090 ~~registered~~shares ~~pursuant~~of tocommon ~~Section~~stock, par ~~12(b)~~value $0.001 per share, issued and outstanding as of ~~the~~November ~~Act:~~14, 2019.

Title of each class Trading Symbol(s) Name of each exchange on which registered None None None

4,814,093,774 shares of common stock, par value $0.001 per share, issued and outstanding as of October 3, 2019.

MyDx, INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	1
	Condensed Consolidated Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018	1
	Condensed Consolidated Statements of Operations for the Three-and Six-Month Periods Ended June 30, 2019 and 2018 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Three-and Nine-Month Periods Ended September 30, 2019 and 2018 (Unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three-and-Six-months Ended June 30, 2019 and 2018 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three-and-Nine-months Ended September 30, 2019 and 2018 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2019 and 2018 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	3132
Item 4.	Controls and Procedures	3132
PART II. OTHER INFORMATION		32
Item 1.	Legal Proceedings	3233
Item 1A.	Risk Factors	3233
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	3433
Item 4.	Mine Safety Disclosures	3433
Item 5.	Other Information	3433
Item 6.	Exhibits	34
SIGNATURES		35

~~PART I. FINANCIAL~~MyDx, ~~INFORMATION~~Inc.

~~ITEM~~Condensed 1.Consolidated Balance ~~FINANCIAL STATEMENTS~~Sheets

~~MyDx, Inc.~~(unaudited)

Condensed Consolidated Balance Sheets

	September 30, 2019			December 31, 2018
ASSETS

Current assets:
Cash	$	175,677		$	102,698
Inventory		158,446			114,031
Total current assets		334,123			216,729

Tooling in process		-			173,854
Property and equipment, net		8,756			26,748
Other assets		8,983			18,983
Total assets	$	351,861		$	436,314

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	1,019,084		$	1,101,853
Customer deposits		80,587			69,330
Accrued liabilities		677,718			692,071
Current portion of leases payable		2,756			2,756
Due to related party		1,075			1,075
Convertible notes payable, current, net of debt discount		695,952			436,177
Derivative liability		2,947,927			1,222,186
Preferred shares liability		2,850,401			2,850,401
Warrant liability		906,112			6,267,426
Total current liabilities		9,181,612			12,643,275

Total liabilities		9,181,612			12,643,275

Redeemable Series B Preferred stock, $0.001 par value; 10,000,000 shares authorized 107,000 and 107,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		2,033,000			2,033,000

Commitments and contingencies

Stockholders’ deficit:
Series A Preferred stock, $0.001 par value; 51 shares authorized 51 and 51 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		-			-
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 4,814,093,774 and 3,905,200,946 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		4,814,093			3,905,201
Additional paid-in capital		22,619,271			21,820,069
Accumulated deficit		(38,296,115	)		(39,965,231	)
Total stockholders’ deficit		(10,862,751	)		(14,239,961	)
Total liabilities and stockholders’ deficit	$	351,861		$	436,314

	June 30, 2019			December 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash	$	103,537		$	102,698
Accounts receivable, net		-			-
Inventory		208,687			114,031
Total current assets		312,224			216,729
Tooling in process		173,854			173,854
Property and equipment, net		14,362			26,748
Other assets		13,983			18,983
Total assets	$	514,423		$	436,314
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		1,039,542		$	1,101,853
Customer deposits		215,952			69,330
Accrued liabilities		736,164			692,071
Leases payable		2,756			2,756
Due to related party		1,075			1,075
Convertible notes payable, net of debt discount		661,439			436,177
Derivative liability		1,352,547			1,222,186
Preferred shares liability		2,850,401			2,850,401
Warrant liability		2,165,282			6,267,426
Total current liabilities		9,025,157			12,643,275
Total liabilities		9,025,157			12,643,275
Redeemable Series B Preferred stock, $0.001 par value; 10,000,000 shares authorized 107,000 and 107,000 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively		2,033,000			2,033,000
Commitments and contingencies
Stockholders’ deficit:
Series A Preferred stock, $0.001 par value; 51 shares authorized 51 and 51 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively		-			-
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 4,435,372,829 and 3,905,200,946 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively		4,435,372			3,905,201
Additional paid-in capital		22,746,911			21,820,069
Accumulated deficit		(37,726,017	)		(39,965,231	)
Total stockholders’ deficit		(10,543,734	)		(14,239,961	)
Total liabilities and stockholders’ deficit	$	514,423		$	436,314

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~1

1 MYDX INC.

~~MYDX~~Condensed ~~INC.~~Consolidated Statements of Operations

~~Condensed Consolidated Statements of Operations~~(unaudited)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Sales
Product revenue	$	202,048		$	53,375		$	203,299		$	204,280
Product service revenue		11,622			3,641			11,910			15,218
Licensing revenue		441			441			1,308			8,212
Total sales		214,111			57,457			216,517			227,710

Cost of goods sold
Product costs		58,620			20,254			86,133			82,354
Total cost of sales		58,620			20,254			86,133			82,354

Gross profit		155,491			37,203			130,384			145,356

Operating Expenses
Research and development		6,037			11,561			32,221			283,869
Sales and marketing		1,038			19,350			65,451			130,475
General and administrative		(72,657	)		245,174			460,233			803,103
Total operating expenses		(65,582	)		276,085			557,905			1,217,447

Income (loss) from operations		221,073			(238,882	)		(427,521	)		(1,072,091	)

Other income (expense)
Interest expense, net		(215,591	)		(16,049	)		(688,850	)		(32,751	)
Change in fair value of derivative liability		(1,403,760	)		625,074			(1,314,958	)		1,817,014
Change in fair value of warrant liability		913,261			1,091,663			4,332,366			1,091,663
Derivative expense		(163,033	)		-			(181,125	)		(281,515	)
Loss on settlement of debt		-			(4,500	)		-			-
Gain (loss) on extinguishment of debt		(17,712	)		-			(37,247	)		4,581
Loss on impairment of assets		(173,855	)		-			(173,855	)		-
Gain (loss) on settlement of vendor liability		269,518			(5,235,869	)		160,306			(5,235,869	)

Total Other income (expense)		(791,172	)		(3,539,681	)		2,096,637			(2,636,877	)

Income (Loss) before provision for income taxes		(570,099	)		(3,778,563	)		1,669,116			(3,708,968	)

Provision for income taxes		-			-			-			-
Net income (loss)	$	(570,099	)	$	(3,778,563	)	$	1,669,116		$	(3,708,968	)

Dividends		(10,700	)		-			(32,100	)		-

Net income (loss) attributable to common shareholders		(580,799	)		(3,778,563	)		1,637,016			(3,708,968	)

Loss per share
Basic	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)

Weighted average common shares outstanding - basic		4,709,633,820			3,873,380,471			4,151,099,739			2,931,417,714
Weighted average common shares outstanding - diluted		4,709,633,820			3,873,380,471-			4,151,099,739			2,931,417,714-

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Sales
Product revenue	$	-		$	84,061		$	1,251		$	150,905
Product service revenue		-			6,122			288			11,577
Licensing revenue		867			3,641			867			7,771
Total sales		867			93,824			2,406			170,253
Cost of goods sold
Product costs		10,630			35,762			27,513			62,100
Total cost of sales		10,630			35,762			27,513			62,100
Gross profit		(9,763	)		58,062			(25,107	)		108,153
Operating Expenses
Research and development		12,251			39,218			26,184			272,308
Sales and marketing		10,123			58,872			64,413			111,125
General and administrative		105,968			312,282			532,890			557,929
Total operating expenses		128,342			410,372			623,487			941,362
Loss from operations		(138,105	)		(352,310	)		(648,595	)		(833,209	)
Other income (expense)
Interest expense, net		(326,905	)		(7,951	)		(473,259	)		(16,702	)
Change in fair value of derivative liability		(46,442	)		(327,117	)		88,802			1,191,940
Change in fair value of warrant liability		2,603,135			-			3,419,105			-
Derivative expense		(18,092	)		(127,513	)		(18,092	)		(281,515	)
Gain (loss) on settlement of debt		-			-			-			4,500
Gain (loss) on extinguishment of debt		(19,536	)		4,581			(19,535	)		4,581
Loss on settlement of vendor liability		(109,212	)		-			(109,212	)		-
Total Other income (expense)		2,082,948			(458,000	)		2,887,809			902,804
Income (Loss) before provision for income taxes		1,944,843			(810,310	)		2,239,214			69,595
Provision for income taxes		-			-			-			-
Net income (loss)	$	1,944,843		$	(810,310	)	$	2,239,214		$	69,595
Dividends		(10,700	)		-			(21,400	)		-
Net income (loss) attributable to common shareholders		1,934,143			(810,310	)		2,217,814			69,595
Income (loss) per share
Basic	$	0.00		$	(0.00	)	$	0.00		$	0.00
Diluted	$	0.00		$	(0.00	)	$	0.00		$	0.00
Weighted average common shares outstanding - basic		4,261,863,744			3,007,985,341			4,151,099,739			2,452,630,014
Weighted average common shares outstanding - diluted		8,711,025,440			3,007,985,341			8,600,261,434			3,999,109,821

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~2

2 MyDx, INC.

~~MyDx,~~Statements ~~INC.~~of Stockholders’ Deficit

~~Condensed~~For ~~Consolidated~~the ~~Statements~~Three ofand ~~Stockholders’~~Nine ~~Deficit~~Months Ended September 30, 2019

For the Six and Three Months Ended June 30, 2019

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balances as of December 31, 2018		51	$	-		3,905,200,946	$	3,905,201	$	21,820,069		$	(39,965,231	)	$	(14,239,961	)

Issuance of common stock upon cashless exercise of warrants		-		-		165,546,562		165,546		680,336			-			845,882

Common stock issued to settle vendor liabilities		-		-		150,000,000		150,000		120,000			-			270,000

Common stock issued upon conversion of convertible notes		-		-		593,346,266		593,346		(1,134	)		-			592,212

Net income for nine months ended September 30, 2019		-		-		-		-		-			1,669,116			1,669,116

Balance as of September 30, 2019		51	$	-		4,814,093,774	$	4,814,093	$	22,619,271		$	(38,296,115	)	$	(10,862,751	)

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balances as of December 31, 2018		51	$	-		3,905,200,946	$	3,905,201	$	21,820,069		$	(39,965,231	)	$	(14,239,961	)
Balance as of June 30, 2019		51	$	-		4,435,372,829	$	4,435,372	$	22,746,911		$	(37,726,016	)	$	(10,543,733	)
Issuance of common stock upon cashless exercise of warrants		-		-		165,546,562		165,546		680,336			-			845,882
Shares Issued for Conversion of Debt		-		-		378,720,945		378,721		(127,640	)		-			251,081
Common stock issued to settle vendor liabilities		-		-		150,000,000		150,000		120,000			-			270,000
Net income for three months ended September 30, 2019		-		-		-		-		-			(570,099	)		(570,099	)
Common stock issued upon conversion of convertible notes		-		-		214,625,321		214,625		126,506						341,131
Balance as of September 30, 2019		51	$	-		4,814,093,774	$	4,814,093	$	22,619,271		$	(38,296,115	)	$	(10,862,751	)
Net income for three months ended March 31, 2019		-		-		-		-		-			2,239,214			2,239,214
Balance as of June 30, 2019		51	$	-		4,435,372,829	$	4,435,372	$	22,746,911		$	(37,726,017	)	$	(10,543,734	)

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of March 31, 2019		51	$	-		4,070,747,508	$	4,070,747	$	22,500,405	$	(39,670,860	)	$	(13,099,708	)
Issuance of common stock for services rendered						150,000,000		150,000		120,000					270,000
Shares Issued for Conversion of Debt						214,625,321		214,625		126,506					341,131
Net income for three months ended March 31, 2019												1,944,843			1,944,843
Balance as of June 30, 2019		51	$	-		4,435,372,829	$	4,435,372	$	22,746,911	$	(37,726,017	)	$	(10,543,734	)

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~3

3 MyDx, INC.

~~MyDx,~~Statements ~~INC.~~of Stockholders’ Deficit

~~Condensed~~For ~~Consolidated~~the ~~Statements~~Nine ofEnded September ~~Stockholders’~~30, ~~Deficit~~2018

For the Six and Three Months Ended June 30, 2018

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances as of December 31, 2017		51	$	-		1,859,397,541	$	1,859,397	$	19,818,536	$	(31,632,972	)	$	(9,955,039	)

Loss on Settlement of vendor liabilities		-		-		5,000,000		5,000		20,500		-			25,500

Stock based compensation		-		-		-		-		1,971		-			1,971

Issuance of common stock for services rendered		-		-		85,871,212		85,871		273,003		-			358,874

Conversion of Series B to common		-		-		1,897,000,000		1,897,000		1,707,300		-			3,604,300

Conversion of notes to equity		-		-		26,086,956		26,087		88,696		-			114,783

Issuance of common stock for prepaid services		-		-		4,285,714		4,286		9,000		-			13,286

Net income for nine months ended September 30, 2018		-		-		-		-		-		(3,708,968	)		(3,708,968	)

Balance as of September 30, 2018		51	$	-		3,877,641,423	$	3,877,641	$	21,919,006	$	(35,341,940	)	$	(9,545,292	)

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balances as of December 31, 2017		51	$	-		1,859,397,541	$	1,859,397	$	19,818,536	$	(31,632,972	)	$	(9,955,039	)
Balance as of June 30, 2018		51	$	-		3,849,270,211	$	3,849,270	$	21,834,253	$	(31,563,378	)	$	(5,069,546	)
Loss on Settlement of vendor liabilities		-		-		5,000,000		5,000		20,500		-			25,500
Issuance of common stock for services rendered		-		-		28,371,212		28,371		84,754		-			113,125
Stock based compensation										1,971					1,971
Net income for three months ended September 30, 2018		-		-		-		-		-		(3,778,563	)		(3,778,563	)
Issuance of common stock for services rendered						57,500,000		57,500		188,250					245,750
Balance as of September 30, 2018		51	$	-		3,877,641,423	$	3,877,641	$	21,919,006	$	(35,341,940	)	$	(9,545,292	)
Conversion of Series B to common						1,897,000,000		1,897,000		1,707,300					3,604,300
Conversion of notes to equity		-		-		26,086,956		26,087		88,696		-			114,783
Issuance of common stock for prepaid services						4,285,714		4,286		9,000					13,286
Net income for three months ended March 31, 2018		-		-		-		-		-		69,595			69,595
Balance as of June 30, 2018		51	$	-		3,849,270,211	$	3,849,270	$	21,834,253	$	(31,563,377	)	$	(5,879,855	)

	Convertible Preferred Stock Series A				Common Stock				Additional Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of March 31, 2018		51	$	-		1,894,397,541	$	1,894,397	$	19,961,007	$	(30,753,068	)	$	(8,897,664	)
Issuance of common stock for services rendered						27,500,000		27,500		68,250					95,750
Issuance of common stock for prepaid services						4,285,714		4,286		9,000					13,286
Conversion of Series B to common						1,897,000,000		1,897,000		1,707,300					3,604,300
Conversion of notes to equity						26,086,956		26,087		88,696					114,783
Net income for three months ended March 31, 2018												(810,310	)		(810,310	)
Balance as of June 30, 2018		51	$	-		3,849,270,211	$	3,849,270	$	21,834,253	$	(31,563,378	)	$	(5,879,855	)

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~4

4 MyDx, INC.

~~MyDx,~~Condensed ~~INC.~~Consolidated Statements of Cash Flows

~~Condensed Consolidated Statements of Cash Flows~~(unaudited)

(unaudited)

	For the Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	1,669,116		$	(3,708,968	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		17,992			33,726
Change in fair value of derivative liability		1,314,958			(1,817,014	)
Change in fair value of warrant liability		(4,332,366	)		(1,091,663	)
Principal Increase Upon Default		38,900			-
Derivative expense		181,125			281,515
(Gain) / Loss on settlement of vendor liabilities		(160,306	)		5,235,869
Stock based compensation		(23,795	)		360,846
Gain / (Loss) on extinguishment of debt		49,718			(4,581	)
Loss on impairment of assets		173,854			-
Interest expense related to amortization of debt issuance costs and debt discount		505,370			3,605
Changes in assets and liabilities:					-
Inventory		(44,415	)		31,786
Prepaid expenses and other assets		10,000			25,204
Tooling in process		-			(173,854	)
Accounts payable and accrued liabilities		192,571			554,344
Customer deposits		11,257			20,756
Net cash used in operating activities		(396,021	)		(248,429	)

Cash flows from financing activities
Proceeds from due to related party		-			105,000
Proceeds from the issuance of convertible notes payable,
net of issuance costs		494,000			55,000
Repayment of convertible notes		(25,000	)		-
Repayments on asset based loans		-			-
Net cash provided by financing activities		469,000			160,000

Net change in cash		72,979			(88,429	)

Cash, beginning of period		102,698			119,028
Cash, end of period	$	175,677		$	30,599

Supplemental cash flow information:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Settlement of debt with convertible note	$	307,200		$	60,000
Stock issued for settlement of vendor liabilities	$	270,000		$	640,875
Conversion of debt	$	592,212		$	-
Conversion of convertible preferred stock to common stock	$	-		$	3,604,300
Reclassification of warrant liability to additional paid-in capital upon Exercise of warrant	$	845,883		$	-

	For the Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	2,239,214		$	69,595
Adjustments to reconcile net income to net cash(used in)operating activties:
Depreciation and amortization		12,386			33,994
Common stock issued for services		-			245,750
Change in fair value of derivative liability		(88,802	)		(1,191,940	)
Change in fair value of warrant liability		(3,419,105	)		-
Principal Increase Upon Default		38,900			-
Derivative expense		18,092			281,515
(Gain) / Loss on settlement of vendor liabilities		109,212			(4,500	)
Stock based compensation		162,844			1,971
Loss on extinguishment of debt		19,535			(4,581	)
Interest expense related to amortization of debt issuance costs and debt discount		345,351			-
Changes in assets and liabilities:					-
Inventory		(94,656	)		18,178
Prepaid expenses and other assets		5,000			33,227
Accounts payable and accrued liabilities		151,247			492,284
Customer deposits		146,622			2,680
Net cash provided by (used in) operating activities		(354,160	)		(38,285	)
Cash flows from investing activities:
Tooling in process		-			(173,854	)
Net cash used in financing activities		-			(173,854	)
Cash flows from financing activities:
Proceeds from due to related party		-			105,000
Proceeds from the issuance of convertible notes payable, net of issuance costs		355,000			30,000
Net cash provided by financing activities		355,000			135,000
Net change in cash		839			(77,139	)
Cash, beginning of period		102,698			119,028
Cash, end of period	$	103,537		$	41,889
Supplemental cash flow information:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Settlement of debt with convertible note	$	-		$	60,000
Stock issued for settlement of vendor liabilities	$	160,788		$	25,500
Conversion of convertible debt and derivatives to common stock	$	321,596		$	114,783
Conversion of convertible preferred stock to common stock	$	-		$	3,604,300
Reclassification of warrant liability to additional paid-in capital upon Exercise of warrant	$	845,883		$	-

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~5

5 MyDx, INC.

~~MyDx,~~Notes ~~INC.~~to Condensed Consolidated Financial Statements

~~Notes to~~1. ~~Condensed Consolidated Financial Statements~~Organization

1MyDx, Inc. ~~Organization~~(the “Company”, “we”, “us” or “our”) (formally known as Brista Corp.) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s wholly owned subsidiary, CDx, Inc., was incorporated under the laws of the State of Delaware on September 16, 2013.

~~MyDx, Inc~~2. ~~(the~~Nature ~~“Company”, “we”, “us” or “our”) (formally known as Brista Corp.) was incorporated under the laws~~ of ~~the State of Nevada on December 20, 2012. The Company’s wholly owned subsidiary, CDx, Inc., was incorporated under the laws of the State of Delaware on September 16, 2013.~~Business

2.MyDx is ~~Nature~~a ofscience ~~Business~~and technology company that develops and deploys products and services in the following focus areas:

~~MyDx~~1) isConsumer aProducts ~~science~~– ~~and~~smart ~~technology~~devices ~~company that develops~~ and ~~deploys products and services in the following focus areas:~~consumables

12) ~~Consumer~~Data ~~Products~~Analytics – ~~smart~~pre-clinical ~~devices~~chemical analysis and ~~consumables~~patient feedback ecosystem

23) ~~Data~~Biopharmaceuticals ~~Analytics~~ – ~~pre-clinical~~identifying ~~chemical~~‘green ~~analysis~~Active ~~and~~Pharmaceutical ~~patient~~IngredientsTM, ~~feedback~~(gAPITM) ~~ecosystem~~and corresponding formulations

34) ~~Biopharmaceuticals~~Software as a Service (SaaS) – ~~identifying~~Software ~~‘green~~services ~~Active~~for ~~Pharmaceutical~~prescribers, ~~IngredientsTM~~patient groups, ~~(gAPITM)~~cultivators, and ~~corresponding formulations~~regulators

4)We are ~~Software~~committed asto aaddressing ~~Service~~areas ~~(SaaS)~~of –critical ~~Software~~national ~~services~~need ~~for~~to ~~prescribers,~~promote ~~patient~~public ~~groups~~safety, ~~cultivators,~~transparency and ~~regulators~~regulation in the various markets we serve.

WeThe Company’s ~~are~~first ~~committed~~product, toMyDx®, ~~addressing~~also ~~areas~~known ofas “My Diagnostic”, is a patented multiuse hand-held ~~critical~~chemical ~~national~~analyzer ~~need~~made for consumers and professional users which feeds our data analytics platform and SaaS business. MyDx is intended to ~~promote~~allow ~~public~~consumers ~~safety,~~to ~~transparency~~Trust & Verify® what they put into their mind and ~~regulation~~body by using our science and technology to test for pesticides in food, chemicals in water, toxins in the ~~various~~air, ~~markets~~and wethe ~~serve~~safety and potency of cannabis samples, which is our initial focus.

The Company’s first product, MyDx®, also known as “My Diagnostic”, is a patented multiuse hand-held chemical analyzer made for consumers and professional users which feeds our data analytics platform and SaaS business3. ~~MyDx~~Going is intended to allow consumers to Trust & Verify® what they put into their mind and body by using our science and technology to test for pesticides in food, chemicals in water, toxins in the air, and the safety and potency of cannabis samples, which is our initial focus.Concern

3The Company has adopted ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The Company’s ~~has~~condensed ~~adopted~~consolidated ~~ASU~~financial ~~No.~~statements ~~2014-15, “Presentation~~have ofbeen ~~Financial~~prepared ~~Statements—Going~~assuming ~~Concern~~it ~~(Subtopic~~will ~~205-40):~~continue ~~Disclosure~~as a going concern, which contemplates continuity of ~~Uncertainties~~operations, ~~about~~realization anof ~~Entity’s Ability~~assets, toand ~~Continue~~liquidation asof aliabilities ~~Going~~in ~~Concern~~the ~~(“ASU~~normal ~~2014-15”)~~course of business.

~~The~~As reflected ~~Company’s~~in the condensed consolidated ~~financial~~ ~~statements~~Financial ~~have~~Statements, ~~been~~the ~~prepared~~Company ~~assuming~~had itan ~~will~~accumulated ~~continue~~deficit asat September 30, 2019 and a ~~going~~net ~~concern,~~cash ~~which~~used ~~contemplates~~in ~~continuity~~operating ofactivities ~~operations~~for the nine months ended September 30, 2019. These factors raise substantial doubt about ~~realization~~the ofCompany’s ~~assets,~~ability ~~and~~to ~~liquidation~~continue as a going concern for a period of ~~liabilities~~one inyear from the ~~normal~~issuance ~~course~~ of ~~business~~these financial statements.

AsThe Company ~~reflected~~is inattempting ~~the~~to ~~condensed~~further ~~consolidated~~implement ~~Financial~~its ~~Statements~~business plan and generate sufficient revenues; however, ~~the~~its cash position may not be sufficient to support its daily operations. The Company ~~had~~has ana ~~accumulated~~limited ~~deficit~~operating history and its prospects are subject to atrisks, ~~June~~expenses 30and uncertainties frequently encountered by early-stage companies. These risks include, ~~2019~~but are not limited to, the uncertainty of availability of financing and athe ~~net~~uncertainty ~~cash~~of ~~used~~achieving infuture ~~operating~~profitability. ~~activities~~Management anticipates that the Company will be dependent, for the ~~six~~near ~~months~~future, ~~ended~~on ~~June~~investment 30capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, ~~2019~~if at all. ~~These~~Failure ~~factors~~to generate sufficient cash flows from operations, raise ~~substantial~~capital ~~doubt~~or ~~about~~reduce certain discretionary spending could have a material adverse effect on the Company’s ability to ~~continue~~achieve asits aintended business ~~going~~objectives. ~~concern~~We reported negative cash flow from operations for athe ~~period~~nine ofmonths ended September 30, 2019. It is anticipated that we will continue to report negative operating cash flow in future periods, likely until one ~~year~~or ~~from~~more of our products generates sufficient revenue to cover our operating expenses. If any of the ~~issuance~~warrants are exercised, all net proceeds of ~~these~~the ~~financial~~warrant exercise ~~statements~~will be used for working capital to fund negative operating cash flow.

The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are not limited to, the uncertainty of availability of financing and the uncertainty of achieving future profitability. Management anticipates that the Company will be dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. We reported negative cash flow from operations for the six months ended June 30, 2019. It is anticipated that we will continue to report negative operating cash flow in future periods, likely until one or more of our products generates sufficient revenue to cover our operating expenses. If any of the warrants are exercised, all net proceeds of the warrant exercise will be used for working capital to fund negative operating cash flow. 6

6 Our cash balance of $175,677 at September 30, 2019 will not be sufficient to fund our operations for the next 12 months. Additionally, if we are unable to generate sufficient revenues to pay our expenses, we will need to raise additional funds to continue our operations. We have historically financed our operations through private equity and debt financings. We do not have any commitments for financing at this time, and financing may not be available to us on favorable terms, if at all. If we are unable to obtain debt or equity financing in amounts sufficient to fund our operations, if necessary, we will be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of most or all of their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

~~Our cash balance of $103,537 at June 30,~~The ~~2019~~condensed ~~will~~consolidated ~~not~~financial bestatements sufficient to fund our operations for the next 12 months. Additionally, if we are unable to generate sufficient revenues to pay our expenses, we will need to raise additional funds to continue our operations. We have historically financed our operations through private equity and debt financings. We do not ~~have~~include any ~~commitments~~adjustments ~~for~~related ~~financing~~to atthe ~~this~~recoverability ~~time,~~ and ~~financing~~classification of ~~may~~recorded ~~not~~asset beamounts ~~available to us on favorable terms, if at all. If we are unable to obtain debt~~ or ~~equity~~the ~~financing in~~ amounts ~~sufficient to~~and ~~fund~~classification ~~our~~of ~~operations,~~liabilities ifthat ~~necessary,~~might ~~we will~~ be ~~forced~~necessary toshould ~~suspend~~the orCompany ~~curtail~~be ~~our~~unable ~~operations. In that event, current stockholders~~to ~~would~~continue ~~likely~~as ~~experience~~ a ~~loss~~going ~~of most or all of their investment~~concern. ~~Additional funding that we do obtain may be dilutive to the interests of existing stockholders.~~

~~The~~4. ~~condensed~~Summary ~~consolidated financial statements do not include any adjustments related to the recoverability and classification~~ of ~~recorded~~Significant ~~asset~~Accounting ~~amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.~~Policies

4.Basis of ~~Summary~~Presentation of- ~~Significant~~Unaudited ~~Accounting~~Interim ~~Policies~~Financial Information

~~Basis~~The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of ~~Presentation~~America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q ~~Unaudited~~and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim ~~Financial~~results ~~Information~~are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018.

~~The accompanying unaudited interim condensed~~Use ~~consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States~~ of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018.Estimates

~~Use~~The preparation of ~~Estimates~~the consolidated finance statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include allowance for doubtful accounts, estimates of product returns, warranty expense, inventory valuation, valuation allowances of deferred taxes, stock-based compensation expenses and fair value of warrants and derivatives. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from those estimates.

~~The preparation of the consolidated finance~~Concentration ~~statements in conformity with accounting principles generally accepted in the United States~~ of ~~America~~Risk ~~requires~~Related ~~management~~ to ~~make~~ estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include allowance for doubtful accounts, estimates of product returns, warranty expense, inventory valuation, valuation allowances of deferred taxes, stockThird-~~based~~party compensation expenses and fair value of warrants and derivatives. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from those estimates. Suppliers

~~Concentration~~We depend on a limited number of ~~Risk~~third-party ~~Related~~suppliers for the materials and components required to manufacture our products. A delay ~~Third-party~~or ~~Suppliers~~interruption by our suppliers may harm our business, results of operations, and financial condition, and could also adversely affect our future profit margins. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must change or add new suppliers. Our dependence on our suppliers exposes us to numerous risks, including but not limited to the following: our suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers, and cause them to turn to our competitors for future needs.

We depend on a limited number of third-party suppliers for the materials and components required to manufacture our products. A delay or interruption by our suppliers may harm our business, results of operations, and financial condition, and could also adversely affect our future profit margins. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experience delays in meeting demand in the event we must change or add new suppliers. Our dependence on our suppliers exposes us to numerous risks, including but not limited to the following: our suppliers may cease or reduce production or deliveries, raise prices, or renegotiate terms; we may be unable to locate a suitable replacement supplier on acceptable terms or on a timely basis, or at all; and delays caused by supply issues may harm our reputation, frustrate our customers, and cause them to turn to our competitors for future needs.7

7 Fair Value of Financial Instruments

~~Fair~~The Company ~~Value~~recognizes and discloses the fair value of ~~Financial~~its ~~Instruments~~assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

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

	Level 2	Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date.

	Level 3	Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date.
	Level 2	Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability through corroboration with market data at the measurement date.
	Level 3	Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date.

The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s loan payable and convertible notes payable approximates fair value based upon borrowing rates currently available to the Company for loans with similar terms.

~~The carrying amounts of the Company’s~~Business financial assets and liabilities, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. The carrying value of the Company’s loan payable and convertible notes payable approximates fair value based upon borrowing rates currently available to the Company for loans with similar terms. Segments

~~Business~~ASC 280 ~~Segments~~defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s condensed consolidated financial statements as substantially all of the Company’s operations are conducted in one industry segment.

ASC 280 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s condensed consolidated financial statements as substantially all of the Company’s operations are conducted in one industry segment.Cash

~~Cash~~The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of September 30, 2019, and December 31, 2018, the Company held no cash equivalents.

The Company’s ~~considers~~policy ~~all~~is ~~highly~~to ~~liquid investments~~place its cash with ~~original~~high ~~maturities~~credit ofquality ~~three~~financial ~~months~~instruments and institutions and limit the amounts invested with any one financial institution or ~~less~~in toany betype ~~cash~~of ~~equivalents~~instrument. AsDeposits ofheld ~~June~~with ~~30,~~banks ~~2019~~may ~~and~~exceed ~~December~~the ~~31,~~amount ~~2018,~~of insurance ~~the~~provided on such deposits. The Company ~~held~~has nonot ~~cash~~experienced ~~equivalents~~any losses on its deposits of cash.

~~The Company’s policy is to place~~Accounts ~~its~~Receivable ~~cash with high credit quality financial instruments~~ and ~~institutions~~Allowance ~~and~~for ~~limit~~Doubtful the amounts invested with any one financial institution or in any type of instrument. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash.Accounts

Accounts receivable ~~Receivable~~are recorded at the invoiced amount and ~~Allowance~~are not interest bearing. The Company maintains an allowance for doubtful accounts for ~~Doubtful~~estimated ~~Accounts~~losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectability of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. As of September 30, 2019 and December 31, 2018, there was an allowance for doubtful accounts of $27,851 and $27,851 respectively.

~~Accounts receivable are recorded at the~~During ~~invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from~~ the ~~inability~~nine ofmonths ~~its~~ended ~~customers~~September to30, ~~make~~2019 ~~required payments. The Company makes ongoing assumptions relating to~~ the ~~collectability of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the~~ Company ~~makes~~recorded ~~judgments~~a about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad ~~debts~~ ~~than~~debt ~~previously~~expense ~~seen. The Company also considers its historical level~~ of ~~credit losses. As of June 30, 2019 and December 31, 2018, there was an allowance for doubtful accounts of~~ $~~27,851 and $27,851 respectively~~0.

~~During the six months ended June 30, 2019 the Company recorded a bad debt expense of $0.~~8

8 Inventory

Inventory is stated at the lower of cost or market value. Inventory is determined to be salable based on demand forecast within a specific time horizon, generally eighteen months or less. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis.

~~Inventory is stated at the lower of cost~~Property ~~or market value. Inventory is determined to be salable based on demand forecast within a specific time horizon, generally eighteen months or less. Inventory in excess of salable amounts~~ and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. Equipment

Property and equipment are recorded at cost, less accumulated depreciation and ~~Equipment~~amortization. Depreciation and amortization are provided using the straight-line method over the useful life as follows:

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the useful life as follows:

Internal-use software		3 years
Equipment		3 to 5 years
Computer equipment		3 to 7 years
Furniture and fixtures		5 to 7 years
Leasehold improvements		Shorter of life of asset or lease

Internal-use software		3 years
Equipment		3 to 5 years
Computer equipment		3 to 7 years
Furniture and fixtures		5 to 7 years
Leasehold improvements		Shorter of life of asset or lease

Accounting for Website Development Costs

~~Accounting~~The Company capitalizes certain external and internal costs, including internal payroll costs, incurred in connection with the development of its website. These costs are capitalized beginning when the Company has entered the application development stage and cease when the project is substantially complete and is ready for ~~Website~~its ~~Development~~intended use. The website development costs are amortized using ~~Costs~~the straight-line method over the estimated useful life of three years.

~~The Company capitalizes certain external~~Impairment ~~and internal costs, including internal payroll costs, incurred in connection with the development~~ of its website. These costs are capitalized beginning when the Company has entered the application development stage and cease when the project is substantially complete and is ready for its intended use. The website development costs are amortized using the straightLong-~~line~~Lived ~~method over the estimated useful life of three years.~~Assets

~~Impairment~~Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Long-Lived~~such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheets.

~~Long-lived~~During ~~assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~nine ~~amount~~months ofended ~~such~~September ~~assets~~30, ~~may~~2019, ~~not be recoverable. Recoverability of assets to be held and used is measured by a comparison of~~ the ~~carrying~~Company ~~amount~~impaired ~~of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows~~$173,854 anrelating ~~impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets~~ to beTooling ~~disposed of would be separately presented~~ in ~~the balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated~~process. ~~The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheets.~~

Debt Discount and Debt Issuance Costs

Debt discounts and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements using the straight-line method. Unamortized discounts are netted against long-term debt.

Derivative Liability

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding ~~warrants~~ warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike ~~price~~ price denominated in a foreign currency.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity.

The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

Revenue Recognition

The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods.

Based on the Company’s analysis the Company did not identify a cumulative effect adjustment for initially applying the new revenue standards. The Company principally generates revenue through providing product, services and licensing revenue

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

1)	Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2)	Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)	Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2018 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

4)	Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5)	Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

	Three Months ended June 30, 2019						Three Months ended June 30, 2018
	Three Months ended September 30, 2019						Three Months ended September 30, 2018
	United States		International		Total		United States		International		Total
Product Revenue	$	-133,930	$	-68,118	$	-202,048	$	3628,~~945~~367	$	4725,~~116~~008	$	8453,~~061~~375
Product Service Revenue		-9,632		-1,990		-11,622		32,~~449~~777		~~2,673~~864		63,~~122~~641
Licensing Revenue		~~867~~441		-		~~867~~441		~~3,641~~441		-		~~3,641~~441
		867		-		867		44,035		49,789		93,824
	$	144,003	$	70,108	$	214,111	$	31,585	$	25,872	$	57,457

	Six Months ended June 30, 2019						Six Months ended June 30, 2018
	Nine months ended September 30, 2019						Nine months ended September 30, 2018
	United States		International		Total		United States		International		Total
Product Revenue	$	~~494~~134,424	$	~~757~~68,875	$	1203,~~251~~299	$	76104,~~611~~978	$	7499,~~294~~302	$	~~150~~204,~~905~~280
Product Service Revenue		~~288~~9,920		-1,990		~~288~~11,910		69,~~917~~694		45,~~660~~524		1115,~~577~~218
Licensing Revenue		~~867~~1,308		-		~~867~~1,308		78,~~771~~212		-		78,~~771~~212
		1,649		757		2,406		91,299		78,954		170,253
	$	145,652	$	70,865	$	216,517	$	122,884	$	104,826	$	227,710

Product revenue

Revenue from multiple-element arrangements is allocated among separate elements based on their estimated sales prices, provided the elements have value on a stand-alone basis.

Licensing revenue

Some of the Company’s revenues are generated from software-as-a-service (“SaaS”) subscription offerings and related product support and maintenance. SaaS revenues stem mainly from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned. Consulting and training revenues are recognized as work is performed.

Product Returns

For any product in its original, undamaged and unmarked condition, with its included accessories and packaging along with the original receipt (or gift receipt) within 30 days of the date the customer receives the product, the Company will exchange it or offer a refund based upon the original payment method.

Customer Deposits

The Company accounts for funds received from crowdfunding campaigns and pre-sales as a liability on the consolidated balance sheets as the investments made entitle the investor to apply these funds towards future shipments once the product has been developed and available for commercial use.

Research and Development Costs

Research and development costs are charged to expense as incurred. These costs consist primarily of salaries and direct payroll-related costs. It also includes purchased materials and services provided by independent contractors, software developed by other companies and incorporated into or used in the development of our final products. Research and development expenses for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 were $ 2632,~~184~~221 and $~~272~~283,~~308~~869, respectively.

Advertising Costs

Advertising costs are charged to sales and marketing expenses and general and administrative expenses as incurred. Advertising expenses, which are recorded in sales and marketing and general and administrative expenses, totaled $6452,~~413~~485 and $~~111~~130,~~125~~475 for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~and~~ and 2018, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. Accordingly, stock-based compensation is recognized in the consolidated statements of operations as an operating expense over the requisite service period. The Company uses the Black-Scholes option pricing model adjusted for the estimated forfeiture rate for the respective grant to determine the estimated fair value of stock-based compensation arrangements on the date of grant and expenses this value ratably over the requisite service period of the stock option. The Black-Scholes option pricing model requires the input of highly subjective assumptions. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s stock options. In addition, management will continue to assess the assumptions and methodologies used to calculate estimated fair value of stock-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies for future grants, and which could materially impact the Company’s fair value determination.

Collaborative Arrangements

The Company and its collaborative partners are active participants in the collaborative arrangements and both parties are exposed to significant risks and rewards depending on the commercial success of the activity. The Company records all expenses related to collaborative arrangements as research and development expense in the consolidated statements of operations as incurred.

Earnings per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents.

The ~~following~~ following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) ~~attributable~~ attributable to common stockholders per common share.

	For the Three Months Ended						For the ~~Six~~Nine ~~Months~~months ~~Ended~~ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Numerator:
Net income/(loss) attributable to common stockholders	$	1(570,~~944,843~~099	)	$	(~~810~~3,~~310~~778,563	)	$	21,~~239~~669,~~213~~116		$	69(3,~~595~~708,968	)
Effect of dilutive securities:
Convertible note - Interest expense		~~63,629~~-			-			83145,~~870~~411			-
Net Change in warrant liability		(2,603,135	)					(3,419,105	)
Derivative expense		-			-			181,125			-
Net change in derivative liabilities - convertible payables		46,442			-			(88,802	)		-
Change in Warrant liability		-			-			(4,332,366	)		-
Diluted net income (loss)	$	(548,221	)	$	(810,310	)	$	(1,184,824	)	$	69,595
Net change in derivative liabilities - convertible payables		-			-			1,314,958			-
Diluted net income (loss)	$	(570,099	)	$	(3,778,563	)	$	(1,021,756	)	$	(3,708,968	)
Denominator:
Weighted average common shares outstanding - basic		4,~~261~~709,~~863~~633,~~744~~820			3,~~007~~873,~~985~~380,~~341~~471			4,151,099,739			2,~~452~~931,~~630~~417,~~014~~714
Dilutive securities (a):
Series A Preferred stock		51-			-			51			51-
Series B Preferred stock		~~1,070,000,000~~-			-			1,070,000,000			~~1,070,000,000~~-
Convertible notes payable		~~1,628,303,534~~-			-			14,~~628~~697,~~303~~901,~~534~~667			-
Convertible accounts payable		~~660,000,000~~-			-			~~660~~1,650,000,000			~~379,889,803~~-
Options		-			-			-			-
Warrants		-			-			589,619,179			-
Warrants		721,723,282			-			721,723,282			96,589,953
Weighted average common shares outstanding and assumed conversion - diluted		4,709,633,820			3,873,380,471			12,153,620,636			2,931,417,714
Weighted average common shares outstanding and assumed conversion - diluted		8,341,890,611			3,007,985,341			8,231,126,605			3,999,109,821
Basic net income (loss) per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Basic net income (loss) per common share	$	0.00		$	(0.00	)	$	0.00		$	0.00
Diluted net income (loss) per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted net income (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
(a) - Anti-dilutive options excluded:		4,449,161,696			3,873,380,471			4,449,161,696			2,931,417,714
(a) - Anti-dilutive options excluded:		4,449,161,696			1,700,463,104			4,449,161,696			153,983,297

~~The Company had the following common stock equivalents at June 30, 2019 and 2018:~~13

	June 30, 2019		June 30, 2018
Series A Preferred stock		51		51
Series B Preferred stock		1,070,000,000		1,070,000,000
Convertible notes payable		1,628,303,534		144,915,652
Convertible accounts payable		660,000,000		379,889,803
Options		-		1,496,250
Warrants		2,621,460,806		104,161,788
Totals		5,979,764,391		1,700,463,053

The Company had the following common stock equivalents at September 30, 2019 and 2018:

	September 30, 2019		September 30, 2018
Series A Preferred stock		51		51
Series B Preferred stock		1,070,000,000		1,906,270,000
Convertible notes payable		4,692,901,667		140,209,819
Convertible accounts payable		1,650,000,000		300,000,000
Options		1,496,250		1,496,250
Warrants		1,744,689,598		1,267,454,215
Totals		9,159,087,566		3,615,430,335

Recent Accounting Guidance Adopted

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach. Results for the three months ended March 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption we elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to:

	1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.

	2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.

	3.	Not to apply the recognition requirements in ASC 842 to short-term leases.

	4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

5.	Inventory

Inventory as of ~~June~~September 30, 2019 and ~~June~~December 3031, 2018 is as follows:

	June 30,		December 31,
	September 30,		December 31,
	2019		2018
Finished goods	$	-2,940	$	9,781
Raw materials		~~208~~155,~~687~~506		104,250
	$	~~208~~158,~~687~~446	$	114,031

Debt

Convertible Notes

The following table shows the outstanding balance as of ~~June~~September 30, 2019 and ~~June~~December 3031, 2018 respectively.

	June 30,			December 31,
	September 30,			December 31,
	2019			2018
Convertible Note - February 6, 2017		265,750			265,750
Convertible Note - July 23, 2018		~~25,000~~-			25,000
Convertible Note – October 1, 2018		-			74,800
Convertible Note – October 4, 2018		~~30,000~~-			73,500
Convertible Note – October 11, 2018		~~233~~163,500			283,500
Convertible Note – December 19, 2018		82,000			82,000
Convertible Note – March 7, 2019		210,000			-
Convertible Note –May 2, 2019		63,945			-
Convertible Note – May 7, 2019		100,000			-
		1,010,195			804,550
Convertible Note – September 18, 2019		35,000			-
Less: Debt Discount		(348,756	)		(368,373	)
Convertible Note – September 18, 2019		69,000			-
Total	$	661,439		$	436,177
Convertible Note – September 18, 2019		27,500			-
Convertible Note – September 18, 2019		25,000			-
		1,041,695			804,550
Less: Debt Discount		(345,743	)		(368,373	)
Total	$	695,952		$	436,177

~~Amendment 2~~15

OnDuring the ~~December~~year ~~27,~~ended ~~2017~~December ~~the Company~~31, 2018 Hasfer, Inc. and ~~Legacy~~Carte Blanche, LLC entered into ana ~~amendment~~note purchase agreement. Hasfer assigned $60,000 to ~~the~~Carte ~~note~~Blanche, LLC. The ~~note~~Company ~~was~~received ~~modified~~additional asproceeds ~~follows:~~of $30,000.

●During the Ayear ~~portion~~ended December 31, 2018 the lenders converted $60,000 of the outstanding principal ~~and~~into ~~interest~~26,086,956 ~~was~~shares ~~assigned~~of tothe ~~Legacy~~Company’s common stock.

●On July ~~The~~23, ~~company~~2018 ~~received~~the ~~proceeds~~Company ofissued convertible notes to third party lenders totaling $4825,~~500~~000. These notes accrue interest at a rate of 12% per annum and mature with interest and principal due July 23, 2019. The note and accrued interest are convertible at a conversion price equal to a 30% discount of the Company’s common stock prior day close price.

●Due to ~~Fees~~the ~~related~~fact that these convertible notes have an option to ~~the~~convert ~~amendment~~at ~~totaled~~a $1variable amount,~~500~~ they are subject to derivative liability treatment. The ~~fees~~Company ~~were~~has ~~recorded~~applied asASC 815, due to the potential for settlement in a ~~loss~~variable onquantity ~~extinguishment~~of shares. The conversion feature has been measured at fair value using a Binomial Option Pricing model at the issuance date and the period end. The conversion feature of the convertible note gave rise to a derivative liability of $19,070 which was recorded as a debt discount. The debt discount is charged to other expense ratably over the term of the convertible note

~~All~~During the ~~remaining~~nine ~~terms~~months ofended September 30, 2019 the ~~Revolving~~company settled this note ~~remained~~. In connection with this settlement the ~~same~~company recorded a gain of $28,074.

~~In accordance with ASC 470, since the~~Geneva ~~present~~Securities ~~value~~Purchase of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the amendment to SPA as a debt extinguishment. Accordingly, the Company recorded a loss on extinguishment of debt of $155,086.Agreement

~~During~~Effective October 1, 2018, the ~~year~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2017~~securities purchase agreement (the “Geneva Purchase Agreement”) with Geneva ~~Hasfer~~Roth ~~converted~~Remark ~~$236~~Holdings,~~250~~ ofInc., (“Geneva”), pursuant to which Geneva purchased a 10% unsecured convertible promissory note (the ~~outstanding~~“Geneva Note”) from the Company in the aggregate principal ~~into~~amount 99of $74,~~891~~800,~~304~~ ~~share~~such principal and the interest thereon convertible into shares of the ~~company~~Company’s common stock at the option of Geneva.

AsThe purchase price of ~~December~~$74,800 31of the Geneva Note was paid in cash by Geneva on October 2, ~~2017~~2018. ~~and~~After ~~2016~~payment ~~the~~of ~~balance~~transaction-related ofexpenses, ~~this~~net ~~agreement~~proceeds ~~was~~to ~~$295,750~~the ~~and~~Company $0from ~~respectively~~the Geneva Note totaled $65,000.

~~During~~The maturity date of the ~~year~~Geneva ~~ended~~Note ~~December~~is 31October 1, ~~2018~~2019 (the “Geneva Maturity Date”). The Geneva Note shall bear interest ~~Hasfer,~~at ~~Inc~~a ~~and~~rate ~~Carte~~of ~~Blanche~~ten percent (10%) per annum (the “Geneva Interest Rate”), ~~LLC~~which ~~entered~~interest ~~into~~shall be paid by the Company to Geneva in shares of common stock at any time Geneva sends a ~~note~~notice ~~purchase~~of ~~agreement~~conversion to the Company. ~~Hasfer~~Geneva ~~assigned~~is ~~$60,000~~entitled to, ~~Carte~~at its ~~Blanche~~option, ~~LLC.~~convert ~~The~~all or any amount of the principal face amount and any accrued but unpaid interest of the Geneva Note into shares of the Company’s ~~received~~common ~~additional~~stock, ~~proceeds~~at ofany ~~$30~~time after March 20,~~000~~ 2019, at a conversion price for each share of common stock equal to 71% multiplied by the average of the lowest three (3) trading prices (as defined in the Geneva Purchase Agreement) for the common stock during the fifteen (15) Trading Day period (as defined in the Geneva Purchase Agreement) ending on the latest complete trading day prior to the conversion date.

~~During~~The Geneva ~~the~~Note ~~year~~may ~~ended~~be ~~December~~prepaid ~~31,~~until ~~2018 the~~170 ~~lenders~~days ~~converted~~from ~~$60,000 of~~ the ~~outstanding~~issuance ~~principal~~date ~~into~~in ~~26,086,956~~accordance ~~shares~~with ofits ~~the Company’s common stock~~terms.

On July 23, 2018 the Company issued convertible notes to third party lenders totaling $25,000. These notes accrue interest at a rate of 12% per annum and mature with interest and principal due July 23, 2019. The note and accrued interest are convertible at a conversion price equal to a 30% discount of the Company’s common stock prior day close price.16

~~Due to the fact that these convertible~~The ~~notes~~Company ~~have~~shall anreserve ~~option to convert at a variable amount~~270,905,432 ~~they~~of ~~are~~its ~~subject~~authorized toand ~~derivative~~unissued ~~liability~~common ~~treatment.~~stock ~~The~~(the ~~Company~~“Geneva ~~has~~Reserved ~~applied~~Amount”), free ~~ASC~~from ~~815~~preemptive rights, ~~due~~ to ~~the~~provide ~~potential~~ for ~~settlement~~the inissuance ~~a variable quantity~~ of ~~shares.~~Common ~~The~~Stock ~~conversion~~upon ~~feature has been measured at fair value using a Binomial Option Pricing model at~~ the ~~issuance~~full ~~date and the period end. The~~ conversion ~~feature~~ of the ~~convertible note~~Geneva ~~gave rise to a derivative liability of $19,070 which was recorded as a debt discount~~Note. ~~The debt discount is charged to other expense ratably over the term of the convertible note~~

15 During the nine months ended September 30, 2019 the Company went into default on the convertible note. Interest accrues at a rate of twenty-two percent (22%) per annum during the time that the convertible note is in default.

~~Geneva~~The company ~~Securities~~recorded ~~Purchase~~an ~~Agreement~~interest expense of $37,400 related to the default provisions in the agreement

~~Effective October 1, 2018, the Company~~During ~~entered into a securities purchase agreement (~~the ~~“Geneva~~nine ~~Purchase~~months ~~Agreement”)~~ended ~~with~~September ~~Geneva Roth Remark Holdings~~30, ~~Inc., (“Geneva”),~~2019 ~~pursuant to which Geneva purchased a 10% unsecured convertible promissory note (~~the ~~“Geneva~~lender ~~Note”) from~~converted ~~the~~$112,200 ~~Company~~of in the ~~aggregate~~outstanding principal ~~amount~~and of $743,~~800,~~400 ~~such~~of ~~principal and~~ the outstanding interest ~~thereon convertible~~ into 92,083,917 shares of the Company’s common stock ~~at the option of Geneva~~.

~~The purchase price of $74,800 of the Geneva~~GS ~~Note~~Capital ~~was~~Securities ~~paid~~Purchase ~~in cash by Geneva on October 2, 2018. After payment of transaction-related expenses, net proceeds to the Company from the Geneva Note totaled $65,000.~~Agreement

~~The maturity date of the Geneva Note is~~Effective October 14, ~~2019~~2018 (the ~~“Geneva~~Company ~~Maturity~~entered ~~Date”).~~into ~~The Geneva Note shall bear interest at~~ a ~~rate~~securities ofpurchase ~~ten~~agreement ~~percent~~ (~~10%) per annum (~~the “~~Geneva~~GSC ~~Interest~~Purchase ~~Rate~~Agreement”), ~~which~~with ~~interest~~GS ~~shall~~Capital Partners beLLC, ~~paid~~(“GSC”, byand ~~the~~together ~~Company~~with to Geneva, inthe ~~shares~~“Investors”), ofpursuant ~~common~~to ~~stock at~~which ~~any~~GSC ~~time~~purchased ~~Geneva sends~~ a ~~notice~~8% unsecured ofconvertible ~~conversion~~promissory tonote from the Company. ~~Geneva~~in isthe ~~entitled~~aggregate ~~to,~~principal atamount ~~its~~of ~~option~~$75,000 ~~convert~~(the ~~all~~“GSC ~~or any amount~~Note”), ofsuch ~~the~~ principal ~~face amount~~ and ~~any~~the ~~accrued but unpaid~~ interest ofthereon ~~the~~convertible ~~Geneva Note~~ into shares of the Company’s common stock, at ~~any~~the ~~time~~option ~~after March 20, 2019, at a conversion price for each share~~ of common stock equal to 71% multiplied by the average of the lowest three (3) trading prices (as defined in the Geneva Purchase Agreement) for the common stock during the fifteen (15) Trading Day period (as defined in the Geneva Purchase Agreement) ending on the latest complete trading day prior to the conversion dateGSC.

The purchase ~~Geneva~~price of $75,000 of the GSC Note ~~may~~was bepaid ~~prepaid~~in ~~until~~cash ~~170~~by GSC on October 5, 2018. After payment of transaction-related expenses, ~~days~~net ~~from~~proceeds to the ~~issuance~~Company ~~date~~from inthe ~~accordance~~First ~~with~~GSC ~~its~~Note ~~terms~~totaled $68,500.

The maturity ~~Company~~date ~~shall~~of ~~reserve~~the ~~270~~GSC Note is October 4,~~905,432~~ 2019 (the “the GSC Maturity Date”). The GSC Note shall bear interest at ofa ~~its~~rate ~~authorized~~of ~~and~~eight ~~unissued~~percent ~~common~~(8%) ~~stock~~per annum (the “~~Geneva~~GSC ~~Reserved~~Interest ~~Amount~~Rate”), ~~free~~which ~~from~~interest ~~preemptive~~shall ~~rights,~~be paid by the Company to ~~provide~~GSC ~~for~~in shares of common stock at any time GSC sends a notice of conversion to the ~~issuance~~Company. GSC is entitled to, at its option, convert all or any amount of ~~Common~~the ~~Stock~~principal ~~upon~~face amount and any accrued but unpaid interest of the ~~full~~GSC Note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 71% of the ~~Geneva~~average of ~~Note~~the three lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note the Company recorded a $58,855 debt discount.

~~During the six months ended June 30, 2019~~The ~~the~~GSC ~~Company~~Note ~~went~~may ~~into~~be ~~default~~prepaid onuntil ~~the~~180 ~~convertible~~days ~~note.~~from ~~Interest accrues at a rate of twenty-two percent (22%) per annum during~~ the ~~time~~issuance ~~that~~date ~~the~~in ~~convertible~~accordance ~~note~~with isits ~~in default~~terms.

The Company ~~company~~shall ~~recorded~~reserve an211,267,000 ~~interest~~of ~~expense~~its ofauthorized ~~$37~~and unissued common stock (the “GSC Reserved Amount”),~~400~~ ~~related~~free from preemptive rights, to provide for the ~~default~~issuance ~~provisions~~of inCommon Stock upon the ~~agreement~~full conversion of the GSC Note.

During the ~~six~~nine months ended ~~June~~September 30, 2019 , the ~~lender~~Company ~~converted~~went ~~$112,200~~into ofdefault on the ~~outstanding~~convertible ~~principal~~note. ~~and~~Interest ~~$3,400~~accrues at a rate of twenty-four ~~the~~percent ~~outstanding~~(24%) ~~interest~~per ~~into~~annum ~~92,083,917~~during ~~shares~~the oftime that the convertible note is in default. The company recorded an interest ~~Company’s~~expense ~~common~~of ~~stock~~$1,500.

GSDuring ~~Capital~~the ~~Securities~~nine ~~Purchase~~months ~~Agreement~~ended September 30, 2019, the lender converted $75,000 of the outstanding principal and $9,834 of the outstanding interest into 158,207,907 shares of the Company’s common stock.

~~Effective October 4, 2018 the Company~~Eagle ~~entered into a securities purchase agreement (the “GSC Purchase Agreement”) with GS Capital Partners LLC, (“GSC”,~~ and ~~together with Geneva, the “Investors”), pursuant to which~~ GSC ~~purchased~~Securities aPurchase 8% unsecured convertible promissory note from the Company in the aggregate principal amount of $75,000 (the “GSC Note”), such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GSC.Agreements

~~The~~Effective October 11, 2018, the Company entered into a securities purchase ~~price~~agreement of(the ~~$75~~“Eagle Purchase Agreement”) with Eagle Equities,~~000~~ ofLLC (“Eagle”), pursuant to which Eagle purchased an 8% unsecured convertible promissory note (the ~~GSC~~“Eagle Note”) ~~was~~from ~~paid~~the Company in ~~cash~~the byaggregate ~~GSC~~principal onamount ~~October~~of 5$181,500, ~~2018.~~such ~~After~~principal ~~payment~~and ofthe ~~transaction-related~~interest ~~expenses,~~thereon ~~net~~convertible into ~~proceeds~~shares toof the Company’s ~~from the~~common ~~First~~stock ~~GSC~~at ~~Note~~the ~~totaled~~option ~~$68,500~~of Eagle.

~~The~~Effective October ~~maturity~~11, ~~date~~2018 of the ~~GSC~~Company ~~Note~~entered isinto ~~October 4,~~a ~~2019~~securities purchase agreement (the “~~the~~ GSC ~~Maturity~~Purchase ~~Date~~Agreement”). ~~The~~and ~~GSC~~together with ~~Note~~the ~~shall~~Eagle ~~bear~~Purchase ~~interest~~Agreement, atthe a“SPAs”) ~~rate~~with ofGSC ~~eight percent~~ (~~8%)~~together ~~per~~with ~~annum (~~Eagle, the “~~GSC Interest Rate~~Investors”), pursuant to which ~~interest~~GSC ~~shall~~purchased bean ~~paid~~8% byunsecured ~~the~~convertible ~~Company~~promissory tonote (the “GSC inNote” ~~shares~~and oftogether ~~common~~with ~~stock~~the atEagle ~~any time~~Note, ~~GSC~~the ~~sends~~“Notes”) afrom ~~notice of conversion to~~ the Company. ~~GSC~~in isthe ~~entitled~~aggregate ~~to,~~principal ~~at its option, convert all or any~~ amount of ~~the~~$102,000, such principal ~~face~~ ~~amount~~ and ~~any~~the ~~accrued but unpaid~~ interest ofthereon convertible ~~the GSC Note~~ into shares of the Company’s common stock, at ~~any time, at~~ the ~~conversion~~option ~~price specified in the for each share~~ of common stock equal to 71% of the average of the three lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agentGSC. ~~In connection with this note the Company recorded a $58,855 debt discount.~~

16 17

The purchase price of $181,500, and of $102,000, of the Eagle Note and the GSC Note, ~~may~~respectively, bewas ~~prepaid~~paid ~~until~~in ~~180~~cash by the Investors ~~days~~on October 11, 2018. After payment of transaction-related expenses, net proceeds to the Company from the ~~issuance~~Eagle ~~date~~Note inand ~~accordance~~the ~~with~~GSC Note ~~its~~totaled ~~terms~~$157,000 and $90,000, respectively.

The maturity ~~Company~~date ~~shall~~of ~~reserve~~the ~~211~~Notes is October 11,~~267,000~~ 2019 (the “Maturity Date”). The Notes shall bear interest at a rate of ~~its~~eight percent ~~authorized~~(8%) ~~and~~per ~~unissued~~annum (the “Interest Rate”), which interest shall be paid by the Company to the Investors in shares of common stock at any time Eagle or GSC sends a notice of conversion to the Company (the “~~GSC~~Notice ~~Reserved~~of ~~Amount~~Conversion”). The Investors are entitled to, ~~free~~at ~~from~~their ~~preemptive~~option, ~~rights~~convert all or any amount of the principal face amount and any accrued but unpaid interest of their respective Notes into shares of the Company’s common stock, toat ~~provide~~any time, at a conversion price for each share of common stock equal to 65% of the ~~issuance~~average of ~~Common~~the ~~Stock~~lowest three closing bid prices of the common stock as reported on the marketplace upon which the ~~full~~Company’s ~~conversion~~shares are traded during the fifteen (15) trading day period ending on the day upon which a Notice of Conversion is received by the ~~GSC~~Company. ~~Note~~In connection with this note, the Company recorded a $149,702 and $84,941 debt discounts.

~~During the six months ended June 30, 2019,~~The ~~the~~Notes ~~Company~~may ~~went~~be ~~into~~prepaid ~~default~~until on180 ~~the~~days ~~convertible~~from ~~note. Interest accrues at a rate of twenty-four percent (24%) per annum during~~ the ~~time~~issuance ~~that~~date ~~the convertible note is~~ in ~~default.~~accordance ~~The~~with ~~company~~its ~~recorded an interest expense of $1,500~~terms.

~~During~~The Company ~~the~~shall ~~six~~reserve ~~months~~532,000,000, ~~ended~~and ~~June 30~~299,000,000, ~~2019~~of its authorized and unissued common stock free from preemptive rights, to provide for the ~~lender~~issuance ~~converted~~of ~~$45,000~~Common Stock upon the full conversion of the ~~outstanding~~Eagle ~~principal~~Note ~~and~~(the $2“Eagle Reserved Amount”),~~505~~ and ofthe GSC Note (the ~~outstanding~~“GSC ~~interest~~Reserved ~~into~~Amount” ~~60,451,908~~and ~~shares~~together ofwith the ~~Company’s~~ ~~common~~Eagle ~~stock~~Reserved Amount, the “Total Reserved Amount”), respectively.

~~Eagle~~During the ~~and~~nine ~~GSC~~months ~~Securities~~ended ~~Purchase~~September ~~Agreements~~30, 2019, the Company went into default on the convertible note. Interest accrues at a rate of twenty-four percent (24%) per annum during the time that the convertible note is in default.

~~Effective~~During ~~October 11, 2018,~~ the ~~Company entered~~nine ~~into~~months aended ~~securities~~September ~~purchase agreement (the “Eagle Purchase Agreement”) with Eagle Equities~~30, ~~LLC (“Eagle”),~~ ~~pursuant~~2019, ~~to which Eagle purchased an 8% unsecured convertible promissory note (~~the ~~“Eagle~~lender ~~Note”)~~converted ~~from~~$120,000 ~~the~~of ~~Company in~~ the ~~aggregate~~outstanding principal ~~amount~~and of $~~181~~9,~~500,~~437 ~~such~~of ~~principal and~~ the outstanding interest ~~thereon convertible~~ into ~~shares~~343,054,442 shares of the Company’s common stock ~~at the option of Eagle~~.

Effective December ~~October 11~~19, 2018 the Company entered into a securities purchase agreement (the “GSC Purchase Agreement”) ~~and together~~ with ~~the~~GS Capital ~~Eagle~~Partners ~~Purchase Agreement~~LLC, ~~the~~ (“~~SPAs~~GSC”), ~~with~~and ~~GSC (~~together with ~~Eagle~~Geneva, the “Investors”), pursuant to which GSC purchased a an 8% unsecured convertible promissory note ~~(the “GSC Note” and together with the Eagle Note, the “Notes”)~~ from the Company in the aggregate principal amount of $~~102~~82,000, (the “GSC Note”), such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GSC.

The purchase price of $~~181~~82,~~500, and of $102,~~000, of the ~~Eagle Note and the~~ GSC Note, ~~respectively,~~ was paid in cash by ~~the~~GSC ~~Investors~~ on ~~October~~December 1119, 2018. After payment of transaction-related expenses, net proceeds to the Company from the ~~Eagle~~First ~~Note and the~~ GSC Note totaled $~~157~~78,~~000 and $90,000, respectively~~828.

The maturity date of the ~~Notes~~GSC Note is ~~October 11~~December 19, 2019 (the “the GSC Maturity Date”). The ~~Notes~~GSC Note shall bear interest at a rate of eight percent (8%) per annum (the “GSC Interest Rate”), which interest shall be paid by the Company to GSC ~~the Investors~~ in shares of common stock at any time ~~Eagle or~~ GSC sends a notice of conversion to the Company ~~(the “Notice of Conversion”)~~. ~~The~~GSC ~~Investors~~is ~~are~~ entitled to, at ~~their~~its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of ~~their~~the ~~respective~~GSC ~~Notes~~Note into shares of the Company’s common stock, at any time, at athe conversion price specified in the for each share of common stock equal to 6567% of the average of the ~~lowest~~ three lowest closing bid prices of the common stock asfor ~~reported on~~ the ~~marketplace upon which the Company’s shares are traded during the~~ fifteen ~~(15)~~prior trading ~~day~~days ~~period~~including ~~ending on~~ the day upon which a ~~Notice~~notice of ~~Conversion~~conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $~~149~~76,~~702~~000 ~~and $84,941~~ debt ~~discounts~~discount.

The GSC ~~Notes~~Note may be prepaid until 180 days from the issuance date in accordance with its terms.

The Company shall reserve ~~532~~211,~~000~~267,000~~, and~~ ~~299,000,000,~~ of its authorized and unissued common stock (the “GSC Reserved Amount”), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the ~~Eagle Note (the “Eagle Reserved Amount”), and the~~ GSC Note ~~(the “GSC Reserved Amount” and together with the Eagle Reserved Amount, the “Total Reserved Amount”), respectively~~.

During the six months ended June 30, 2019, the Company went into default on the convertible note. Interest accrues at a rate of twenty-four percent (24%) per annum during the time that the convertible note is in default.18

~~During the six months ended June 30, 2019,~~GS ~~the~~Capital ~~lender converted $50,000 of the outstanding principal and $2,773 of the outstanding interest into 62,089,496 shares of the Company’s common stock.~~Agreement

Effective March ~~December 19~~7, ~~2018~~2019 the Company entered into a securities purchase agreement ~~(the “GSC Purchase Agreement”)~~ with GS Capital Partners ~~LLC~~, ~~(“GSC”, and together with Geneva, the “Investors”),~~ pursuant to which GSC purchased a 8% unsecured convertible promissory note from the Company in ~~the~~ aggregate principal amount of $82210,000 ~~(the “GSC Note”)~~, such principal and ~~the~~ interest thereon convertible into shares of the Company’s common stock at the option of GSC.

The purchase price of $82210,000 of the ~~GSC Note~~GS Capital note was paid in cash by ~~GSC~~GS Capital on ~~December~~March 1911, ~~2018~~2019. After payment of transaction-related expenses, net proceeds to the Company from the ~~First~~note ~~GSC Note~~ totaled $78200,~~828~~000.

The maturity date of the ~~GSC~~GS ~~Note~~Capital note is ~~December 19~~March 7, ~~2019 (the “the GSC Maturity Date”)~~2020. The ~~GSC~~GS Capital Note shall bear interest at a rate of eight percent (8%) per annum ~~(the~~ ~~“GSC Interest Rate”),~~ which interest shall be paid by the Company to ~~GSC~~GS Capital in shares of common stock at any time GSC sends a notice of conversion to the Company. GSC is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the GSC Note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 6765% of the average of the ~~three~~two lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $76167,~~000~~296 debt discount.

17 During the nine months ended September 30, 2019 the Company went into default on the convertible note. Interest accrues at a rate of twenty-four percent (24%) per annum during the time that the convertible note is in default.

~~The GSC Note may be prepaid until 180~~LG ~~days~~Capital ~~from the issuance date in accordance with its terms.~~Agreement

~~The~~Effective ~~Company~~May ~~shall~~2, ~~reserve~~2019 ~~211,267,000 of~~the ~~its~~Company ~~authorized~~entered into ~~and~~a ~~unissued~~securities ~~common~~purchase ~~stock~~agreement ~~(the~~with ~~“GSC~~LG ~~Reserved~~Capital ~~Amount”)~~Funding, ~~free~~pursuant ~~from~~to ~~preemptive~~which ~~rights,~~LG topurchased ~~provide~~an ~~for~~8% unsecured convertible promissory note from the ~~issuance~~Company in aggregate principal amount of ~~Common~~$63,945, ~~Stock~~such ~~upon~~principal ~~the~~and ~~full~~interest ~~conversion~~thereon convertible into shares of the Company’s common stock at the ~~GSC~~option ~~Note~~of LG Capital.

GSThe purchase price of $63,945 of the LG Capital ~~Agreement~~note was paid in cash by LG Capital on May 2, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $60,000.

~~Effective~~The ~~March~~maturity 7,date ~~2019~~of the ~~Company~~LG ~~entered~~Capital note ~~into~~is aMay ~~securities~~2, ~~purchase~~2020. ~~agreement~~The ~~with~~LG GS Capital ~~Partners,~~note ~~pursuant~~shall tobear ~~which~~interest ~~GSC~~at ~~purchased~~ a rate of eight percent (8%) ~~unsecured~~per ~~convertible~~annum ~~promissory note~~which ~~from~~interest shall be paid by the Company to LG Capital in ~~aggregate~~shares ~~principal~~of ~~amount~~common stock at any time LG sends a notice of ~~$210~~conversion to the Company. LG is entitled to,~~000~~ at its option, ~~such~~convert all or any amount of the principal face amount and any accrued but unpaid interest ~~thereon~~of ~~convertible~~the LG Capital note into shares of the Company’s common stock, at any time, at the ~~option~~conversion price specified in the for each share of common ~~GSC~~stock equal to 65% of the average of the two lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $44,999 debt discount.

~~The~~During the ~~purchase~~nine ~~price~~months ofended ~~$210~~September 30,~~000~~ of2019 the GS ~~Capital~~Company ~~note~~went ~~was~~into ~~paid~~default inon ~~cash~~the byconvertible GSnote. ~~Capital~~Interest onaccrues ~~March~~at ~~11,~~a ~~2019.~~rate ~~After payment~~ of ~~transaction~~ twenty-~~related~~four ~~expenses,~~percent ~~net~~(24%) ~~proceeds to~~per annum during the ~~Company~~time ~~from~~that the convertible note ~~totaled~~is ~~$200,000~~in default.

~~The maturity date of the GS Capital~~Odyssey ~~note is March 7, 2020. The GS~~ Capital Note shall bear interest at a rate of eight percent (8%) per annum which interest shall be paid by the Company to GS Capital in shares of common stock at any time GSC sends a notice of conversion to the Company. GSC is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the GSC Note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 65% of the average of the two lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $167,296 debt discount. Agreement

~~During~~Effective May 7, 2019 the ~~six~~Company ~~months~~entered ~~ended~~into ~~June~~a 30securities purchase agreement with Odyssey Capital, ~~2019 the~~pursuant ~~Company~~to ~~went~~which ~~into~~Odyssey ~~default~~purchased a on12% ~~the~~unsecured convertible promissory note. ~~Interest~~from ~~accrues~~the atCompany ain ~~rate~~aggregate ofprincipal ~~twenty-four~~amount ~~percent~~of ~~(24%)~~$100,000, ~~per~~such ~~annum~~principal ~~during~~and interest ~~the~~thereon ~~time~~convertible ~~that~~into shares of the ~~convertible~~Company’s ~~note~~common isstock inat ~~default~~the option of Odyssey Capital.

LGThe ~~capital~~purchase ~~Agreement~~price of $100,000 of the Odyssey Capital note was paid in cash by Odyssey Capital on May 7, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $95,000.

~~Effective~~The ~~May~~maturity 2,date ~~2019~~of the ~~Company~~Odyssey ~~entered~~Capital ~~into~~note ais ~~securities~~May ~~purchase~~7, ~~agreement~~2020. ~~with~~The LGOdyssey Capital ~~Funding,~~note ~~pursuant~~shall tobear ~~which~~interest LGat ~~purchased~~ a 8rate of twelve percent (12%) ~~unsecured~~per ~~convertible~~annum ~~promissory~~which interest shall ~~note~~be ~~from~~paid by the Company to Odyssey Capital in ~~aggregate~~shares ~~principal~~of ~~amount~~common stock at any time Odyssey sends a notice of ~~$63~~conversion to the Company. Odyssey is entitled to,~~945~~ at its option, ~~such~~convert all or any amount of the principal face amount and any accrued but unpaid interest of ~~thereon~~the ~~convertible~~Odyssey Capital note into shares of the Company’s common stock, at any time, at the ~~option~~conversion price specified in the for each share of LGcommon ~~Capital~~stock equal to 60% of the lowest closing bid prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $95,000 debt discount.

The purchase price of $63,945 of the LG capital note was paid in cash by LG capital on May 2, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $60,000.19

~~The~~During the ~~maturity~~nine ~~date~~months ofended ~~the~~September LG30, ~~Capital~~2019 ~~note is~~the ~~May~~Company 2,went ~~2020.~~into ~~The~~default LGon ~~Capital~~the ~~Note~~convertible ~~shall~~note. ~~bear~~Interest ~~interest~~accrues at a rate of twenty-four ~~eight~~ percent (824%) per annum ~~which~~during ~~interest shall be paid by~~ the ~~Company to LG Capital in shares of common stock at any~~ time LGthat ~~sends a notice of conversion to~~ the ~~Company.~~convertible LGnote is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the LG Capital Note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 65% of the average of the two lowest closing bid prices of the common stock for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agentdefault. ~~In connection with this note, the Company recorded a $44,999 debt discount.~~

~~During the six months ended June 30, 2019~~Odyssey ~~the~~Capital ~~Company went into default on the convertible note. Interest accrues at a rate of twenty-four percent (24%) per annum during the time that the convertible note is in default.~~Agreement

Effective September 18, 2019 the Company entered into a securities purchase agreement with Odyssey ~~capital~~Capital, ~~Agreement~~pursuant to which Odyssey purchased a 12% unsecured convertible promissory note from the Company in aggregate principal amount of $35,000, such principal and interest thereon convertible into shares of the Company’s common stock at the option of Odyssey Capital.

~~Effective~~The ~~May 7, 2019 the Company entered into a securities~~ purchase ~~agreement~~price ~~with~~of ~~Odyssey Capital~~$35,000 ~~pursuant~~of tothe ~~which~~ Odyssey ~~purchased a 12% unsecured convertible promissory~~ Capital note ~~from~~was ~~the~~paid ~~Company~~ in ~~aggregate~~cash ~~principal~~by ~~amount~~Odyssey ofCapital ~~$100,000,~~on ~~such~~September ~~principal~~18, ~~and~~2019. ~~interest~~After ~~thereon~~payment ~~convertible~~of ~~into~~transaction-related ~~shares~~expenses, ofnet proceeds to the Company’s ~~common~~from ~~stock at~~ the ~~option~~note oftotaled ~~LG Capital~~$33,000.

The maturity date of the Odyssey Capital note is September 18 , 2020. The Odyssey Capital note shall bear interest at a rate of twelve percent (12%) per annum which interest shall be paid by the Company to Odyssey Capital in shares of common stock at any time Odyssey sends a notice of conversion to the Company. Odyssey is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the Odyssey Capital note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 60% of the lowest trading bid prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $35,000 debt discount.

~~The~~GS ~~purchase~~Capital price of $100,000 of the Odyssey capital note was paid in cash by Odyssey capital on May 7, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $95,000.Agreement

~~The~~Effective ~~maturity~~September ~~date~~18, of2019 the ~~Odyssey Capital~~Company ~~note~~entered isinto ~~May~~a 7,securities ~~2020.~~purchase ~~The~~agreement ~~Odyssey~~with GS Capital, ~~Note~~pursuant ~~shall~~to ~~bear~~which ~~interest~~GS atpurchased a ~~rate of twelve percent (12~~8%) ~~per~~unsecured ~~annum~~convertible ~~which interest shall~~promissory benote ~~paid~~from by the Company ~~to Odyssey Capital~~ in ~~shares~~aggregate ofprincipal ~~common~~amount ~~stock at any time Odyssey sends a notice~~ of ~~conversion to the Company. Odyssey is entitled to~~$69, ~~at its option~~000, ~~convert~~such ~~all or any amount of the~~ principal ~~face amount~~ and ~~any accrued but unpaid~~ interest of ~~the~~thereon ~~Odyssey~~convertible ~~Capital Note~~ into shares of the Company’s common stock, at ~~any time, at~~ the ~~conversion~~option ~~price specified in the for each share~~ of ~~common~~GS stock equal to 60% of the lowest closing bid prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agentCapital. ~~In connection with this note, the Company recorded a $95,000 debt discount.~~

~~During~~The ~~the~~purchase ~~six~~price ~~months~~of ~~ended~~$69,000 ~~June~~of ~~30,~~the ~~2019~~GS ~~the~~Capital ~~Company~~note ~~went~~was ~~into~~paid ~~default~~in oncash ~~the~~by ~~convertible~~GS ~~note.~~Capital ~~Interest~~on ~~accrues~~September at18, a2019. ~~rate~~After payment of ~~twenty~~transaction-~~four~~related ~~percent~~expenses, ~~(24%)~~net ~~per annum during~~proceeds to the ~~time~~Company ~~that~~from the ~~convertible~~ note istotaled ~~in default~~$60,000.

7The maturity date of the GS Capital note is September 18, 2020. ~~Derivative~~The ~~Liabilities~~GS Capital note shall bear interest at a rate of twelve percent (8%) per annum which interest shall be paid by the Company to GS Capital in shares of common stock at any time GS sends a notice of conversion to the Company. GS is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the GS Capital note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 50% of the lowest closing bid prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $69,000 debt discount.

~~The Company has identified derivative~~Eagle ~~instruments~~Equities ~~arising from embedded conversion features in the Company’s convertible notes payable and accounts payable at June 30, 2019.~~Agreement

~~The~~Effective September ~~following~~18, ~~summarizes~~2019 the ~~Binomial-lattice model~~Company ~~assumptions~~entered ~~used~~into toa ~~estimate~~securities ~~the~~purchase ~~fair~~agreement ~~value~~with ofEagle ~~the~~Equities, ~~derivative~~pursuant ~~liability~~to ~~and~~which ~~warrant~~Eagle ~~liability~~purchased a at8% unsecured convertible promissory note from the ~~date~~Company in aggregate principal amount of ~~issuance~~$27,500, such principal and interest ~~for~~thereon ~~the~~ convertible ~~notes~~into ~~converted~~shares ~~during~~of the ~~six~~Company’s ~~months~~common ~~ended~~stock ~~June~~at ~~30,~~the ~~2019~~option of Eagle Equities.

	Low			High
Annual dividend rate		0	%		0	%
Expected life in years		0			1.00
Risk-free interest rate		1.93	%		2.59	%
Expected volatility		107	%		139	%

The purchase price of $27,500 of the Eagle Equities note was paid in cash by Eagle Equities on September 18, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $23,000.

~~Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.~~20

~~Dividend~~The ~~yield:~~maturity date of the Eagle Equities note is September 18, 2020. The ~~Company~~Eagle ~~uses~~Equities Note shall bear interest at a 0rate of twelve percent (8%) per annum which interest shall ~~expected~~be ~~dividend~~paid ~~yield~~by asthe Company to Eagle Equities in shares of common stock at any time Eagle Equities sends a notice of conversion to the Company. ~~has~~Eagle ~~not~~Equities ~~paid~~is ~~dividends~~entitled to, ~~date~~at its option, convert all or any amount of the principal face amount and ~~does~~any ~~not~~accrued but ~~anticipate~~unpaid ~~declaring~~interest ~~dividends~~of the Eagle Equities Note into shares of the Company’s common stock, at any time, at the conversion price specified in the ~~near~~for each share of common stock equal to 60% of the lowest closing bid prices of the common stock for the ~~future~~fifteen prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $27,500 debt discount.

~~Volatility: The volatility was estimated~~LG ~~using~~Capital ~~the historical volatilities of the Company’s common stock.~~Agreement

~~Remaining~~Effective ~~term:~~September ~~The~~18, 2019 the Company’s ~~remaining~~entered ~~term~~into isa ~~based~~securities onpurchase agreement with LG Capital, pursuant to which LG purchased a 8% unsecured convertible promissory note from the ~~remaining~~Company ~~contractual~~in ~~maturity~~aggregate principal amount of ~~the~~$25,000, such principal and interest thereon convertible ~~notes~~into ~~payable~~shares ~~and~~of ~~accounts~~the ~~payable~~Company’s common stock at the option of LG Capital.

The ~~following~~purchase ~~are~~price ~~the~~of ~~changes~~$25,000 inof the ~~derivative~~LG ~~liabilities~~Capital ~~during~~note ~~the~~was ~~six~~paid ~~months~~in ~~ended~~cash ~~June~~by 30LG Capital on September 18, 2019. After payment of transaction-related expenses, net proceeds to the Company from the note totaled $23,000.

	Six Months Ended June 30, 2019
	Level 1	Level 2	Level 3
Derivative Liability as of January 1, 2019				1,222,186
Derivative expense				18,092
Additions				307,295
Conversions				(106,224	)
Gain on changes in fair value				(88,802	)
Derivative liabilities as of June 30, 2019				1,352,547

The maturity date of the LG Capital note is September 18, 2020. The LG Capital note shall bear interest at a rate of twelve percent (8%) per annum which interest shall be paid by the Company to LG Capital in shares of common stock at any time GS sends a notice of conversion to the Company. LG is entitled to, at its option, convert all or any amount of the principal face amount and any accrued but unpaid interest of the LG Capital note into shares of the Company’s common stock, at any time, at the conversion price specified in the for each share of common stock equal to 60% of the lowest trading bid prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In connection with this note, the Company recorded a $25,000 debt discount.

19 7. Derivative Liabilities

The Company ~~following~~has ~~are~~identified ~~the~~derivative ~~changes~~instruments arising from embedded conversion features in the ~~warrant~~Company’s ~~liabilities~~convertible ~~during~~notes ~~the~~payable ~~six~~and ~~months~~accounts ~~ended~~payable ~~June~~at September 30, 2019.

	Six Months Ended June 30, 2019
	Level 1		Level 2		Level 3
Balance, January 1, 2019	$	-	$	-	$	6,267,426
Change due to exercise of warrants						(845,883	)
Gain on changes in fair value		-		-		(3,419,105	)
Accretion of warrant expense						162,844
Warrant liabilities as June 30, 2019	$	-	$	-	$	2,165,282

The following summarizes the Binomial-lattice model assumptions used to estimate the fair value of the derivative liability and warrant liability at the date of issuance and for the convertible notes converted during the nine months ended September 30, 2019.

8. Stockholders’ Deficit

	Low			High
Annual dividend rate		0	%		0	%
Expected life in years		0			4.00
Risk-free interest rate		2.21	%		2.77	%
Expected volatility		104	%		196	%

~~Preferred~~Risk-free interest ~~Stock~~rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.

OnDividend yield: ~~September~~The ~~30, 2016, the~~ Company ~~filed~~ uses a ~~Certificate~~0% ofexpected ~~Amendment~~dividend toyield ~~Articles~~as ~~of Incorporation with~~ the ~~Secretary~~Company ofhas ~~State~~not ofpaid ~~the~~dividends ~~State of Nevada~~ to ~~authorize~~date ~~for~~and ~~issuance ten~~does ~~million~~not ~~(10,000,000)~~anticipate ~~shares of blank check preferred stock, par value $0.001 (“Blank Check Preferred Stock”) as~~declaring ~~included~~dividends onin ~~Form 8-K filed with~~ the ~~SEC~~near ~~on October 4, 2016~~future.

~~Series~~Volatility: The Avolatility ~~Preferred~~was ~~Stock~~estimated using the historical volatilities of the Company’s common stock.

~~As of June 30, 2019, and December 31, 2018,~~Remaining ~~the~~term: ~~Company has designated 51 shares of Series A Preferred Stock par value $0.001 and 51 shares are issued and outstanding.~~ The ~~Series~~ A Preferred Stock can convert into common stock at a 1:1 ratio. Each one (1) share of the Series A Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036). On December 23, 2016 the 51 shares were issued to Mr. Yazbeck, the Company’s ~~sole~~remaining ~~officer and~~term ~~the~~is ~~sole~~based ~~member~~on of the ~~Board.~~remaining ~~Mr.~~contractual ~~Yazbeck,~~maturity ~~via his ownership~~ of the 51convertible ~~shares~~notes ofpayable ~~the~~and ~~Series A Preferred, has control of the~~accounts ~~majority of the Company’s voting stock~~payable.

~~Series B Preferred Stock~~21

The ~~Series B Preferred is convertible~~ ~~into~~following ~~shares of Common Stock at a conversion price of $0.0001. Holders of the Series B Preferred~~ are ~~entitled to receive dividends annually equal to $0.10 for each share of Series B Preferred held. In~~ the ~~event~~changes ofin ~~any voluntary or involuntary liquidation, dissolution or winding up of~~ the ~~Company,~~derivative ~~the~~liabilities ~~holders~~during ~~of Series B Preferred then outstanding shall be entitled to be paid out of~~ the ~~assets of~~nine ~~the~~months ~~Company~~ended ~~available~~September ~~for distribution to its stockholders~~30, ~~before any payment shall be made to the holders of Common Stock~~2019. Until such time as there are fewer than 20,000 shares of Series B Preferred outstanding, the Company needs to obtain the majority votes of the holders of Series B Preferred with regard to certain actions. Holders of Series B Preferred shares are entitled to one vote for each share held, are entitled to elect up to two members to the Board, and, absent such election, are provided certain voting and veto rights with regard to any vote by the Board.

	Nine months ended September 30, 2019
	Level 1	Level 2	Level 3
Derivative Liability as of January 1, 2019				1,222,186
Derivative expense				181,125
Additions				463,795
Conversions				(211,631	)
Settlement				(22,506	)
Gain on changes in fair value				1,314,958
Derivative liabilities as of September 30, 2019				2,947,927

~~On July 31, 2018, the Company agreed to eventually issue 38,272 shares of Series B Preferred at a value of $1.00 per Series B Preferred share to settle outstanding vendor liability.~~ The ~~shares of Series B Preferred will be issued upon an increase in the authorized shares of Series B Preferred. The~~ ~~Company~~following ~~also~~are ~~agreed to~~ the ~~assignment~~changes orin ~~issuance of three warrants giving~~ the holder the right to purchase seven and one half percent (7.5%) of the Company’s shares of Common Stock issued and outstanding at the time of exercise and having an exercise price of $0.001 per share. This form of warrant isliabilities ~~referred~~during ~~to herein as~~ the ~~“7.5%~~nine ~~Warrant.”~~months ~~The~~ended ~~Company~~September ~~agreed to the assignment of one previously issued 7.5% Warrant to an entity related to BCI Advisors. This 7.5% Warrant will expire on July 31~~30, ~~2020. In addition, the Company also agreed to the assignment of another previously issued 7.5% Warrant to an entity related to BCI Advisors and agreed to extend the expiration date from March 1,~~ 2019 ~~to July 31, 2020~~. ~~Finally, the Company agreed to issue a new 7.5% Warrant which will expire on July 31, 2020.~~

On July 30, 2018, the Company agreed to eventually issue 45,355 shares of the Company’s Series B Preferred at a value of $1.00 per Series B Preferred share to settle outstanding vendor liability. The Company also agreed to issue a 7.5% Warrant with an expiration date of August 1, 2022.

	Nine months ended September 30, 2019
	Level 1		Level 2		Level 3
Balance, January 1, 2019	$	-	$	-	$	6,267,426
Change due to exercise of warrants						(845,883	)
Gain on changes in fair value		-		-		(4,332,366	)
Settlement						(159,268	)
Accretion of warrant expense						(23,795	)
Warrant liabilities as September 30, 2019	$	-	$	-	$	906,114

~~During~~8. ~~the~~Stockholders’ ~~nine months ended September 30, 2018 investors converted 189,700 Series B Preferred stock in to 1,897,000,000 shares of common stock.~~Deficit

~~Common~~ Preferred Stock

On September 30, 2016, the Company ~~amended articles~~filed a Certificate of ~~incorporation~~Amendment to ~~increase~~Articles of Incorporation with the ~~number~~Secretary of ~~authorized~~State ~~commons~~of ~~shares~~the State of Nevada to authorize for issuance ten million (10,000,000) shares of blank check preferred stock,~~000~~ par value $0.001 (“Blank Check Preferred Stock”) as included on Form 8-K filed with the SEC on October 4, 2016.

~~On January 15, 2019, the Company issued~~Series ~~165,546,562~~A ~~shares~~Preferred ~~of common stock for a cashless exercise on warrants.~~Stock

OnAs of ~~April~~September 1730, 2019, and December 31, 2018, the Company ~~issued~~has ~~50,000,000~~ designated 51 shares of ~~its~~Series ~~restricted~~A Preferred Stock par value $0.001 and 51 shares are issued and outstanding. The Series A Preferred Stock can convert into common stock at a 1:1 ratio. Each one (1) share of the Series A Preferred shall have voting rights equal to ~~settle~~(x) 0.019607 multiplied by the total issued and outstanding shares ~~vendor~~of ~~liabilities~~Common Stock eligible to vote at the time of ~~$64~~the respective vote (the “Numerator”),~~000~~ divided by (y) 0.49, minus In(z) ~~connection~~the ~~with~~Numerator. ~~this~~For ~~transaction~~purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the ~~Company~~time ~~also~~of ~~recorded~~the arespective ~~loss~~vote onis ~~settlement~~5,000,000, the voting rights of ~~vendor~~one ~~liabilities~~share of ~~$56~~the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) ~~The~~– ~~fair~~(0.019607 ~~value~~x of5,000,000) ~~the~~= ~~common~~102,036). ~~stock~~On ~~based~~December on23, 2016 the 51 shares ~~trading~~were ~~price~~issued ofto Mr. Yazbeck, the ~~stock~~Company’s onsole ~~April~~officer 17and the sole member of the Board. Mr. Yazbeck, ~~2019~~via ~~was~~his ~~$120~~ownership of the 51 shares of the Series A Preferred,~~000~~ has control of the majority of the Company’s voting stock.

~~On May 13, 2019, the Company issued 100,000,000~~Series ~~shares~~B ofPreferred its restricted common stock to settle outstanding vendor liabilities of $96,788. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $53,212. The fair value of the common stock based on the trading price of the stock on May 13, 2019 was $150,000.Stock

~~During~~The Series ~~the~~B ~~six~~Preferred ~~months~~is ~~ended~~convertible ~~June~~into ~~30,~~shares ~~2019 the~~of ~~lenders~~Common ~~converted~~Stock at a conversion price of $~~207,200~~0.0001. Holders of the ~~outstanding~~Series ~~principal~~B ~~and~~Preferred are entitled to receive dividends annually equal to $80.10 for each share of Series B Preferred held. In the event of any voluntary or involuntary liquidation,~~678~~ dissolution or winding up of the Company, the holders of Series B Preferred then outstanding ~~interest~~shall be ~~into~~entitled ~~214~~to be paid out of the assets of the Company available for distribution to its stockholders,~~625~~ before any payment shall be made to the holders of Common Stock. Until such time as there are fewer than 20,~~321~~000 shares of ~~the~~Series B Preferred outstanding, the Company’s ~~common~~needs ~~stock~~to obtain the majority votes of the holders of Series B Preferred with regard to certain actions. Holders of Series B Preferred shares are entitled to one vote for each share held, are entitled to elect up to two members to the Board, and, absent such election, are provided certain voting and veto rights with regard to any vote by the Board.

~~9. Commitments and Contingencies~~22

~~Distribution~~On July 31, 2018, the Company agreed to eventually issue 38,272 shares of Series B Preferred at a value of $1.00 per Series B Preferred share to settle outstanding vendor liability. The shares of Series B Preferred will be issued upon an increase in the authorized shares of Series B Preferred. The Company also agreed to the assignment or issuance of three warrants giving the holder the right to purchase seven and ~~License~~one ~~Agreement~~half percent (7.5%) of the Company’s shares of Common Stock issued and ~~Joint~~outstanding ~~Development~~at the time ~~Agreements~~of exercise and having an exercise price of $0.001 per share. This form of warrant is referred to herein as the “7.5% Warrant.” The Company agreed to the assignment of one previously issued 7.5% Warrant to an entity related to BCI Advisors. This 7.5% Warrant will expire on July 31, 2020. In addition, the Company also agreed to the assignment of another previously issued 7.5% Warrant to an entity related to BCI Advisors and agreed to extend the expiration date from March 1, 2019 to July 31, 2020. Finally, the Company agreed to issue a new 7.5% Warrant which will expire on July 31, 2020.

~~The Company entered into a Distribution~~On ~~and~~July ~~License~~30, ~~Agreement~~2018, ~~with a third-party for~~ the ~~purpose~~Company ofagreed ~~developing~~to aeventually ~~sensor~~issue ~~array~~45,355 toshares beof ~~used in~~ the Company’s ~~product. The~~Series ~~Distribution~~B ~~and~~Preferred ~~License~~at ~~Agreement~~a ~~has~~value ~~an initial term~~ of ~~ten~~$1.00 per ~~years,~~Series ~~but~~B ~~can~~Preferred beshare ~~terminated~~to ~~earlier~~settle ifoutstanding ~~the~~vendor ~~project does not meet the specifications of the Company~~liability. The Company ~~will~~also ~~obtain~~agreed ~~exclusive rights~~ to ~~sell~~issue ~~and distribute once~~ a ~~successful sensor prototype is developed. In exchange for a functional prototype, the Company will pay the third-party a~~ 7.5% ~~royalty~~Warrant onwith ~~net~~an ~~sales.~~expiration ~~During~~date ~~the~~of ~~six~~August ~~months ended June 30~~1, ~~2019, the Company did not incur any development costs related to the Distribution and License Agreement~~2022.

21 During the nine months ended September 30, 2018 investors converted 189,700 Series B Preferred stock in to 1,897,000,000 shares of common stock.

~~On November 1, 2013, the Company entered~~Common into a two-year Joint Development Agreement (the “Agreement”) with an unrelated third-party to develop chemical sensors and peripheral sensing equipment and software for the detection and characterization of cannabis and compounds associated with cannabis.Stock

~~The~~On September ~~Agreement provides for~~30, ~~among other things~~2016, ~~any~~the ~~arising~~Company ~~intellectual~~amended ~~property~~articles ~~rights~~of ~~(as~~incorporation ~~defined)~~to ~~outside~~increase of the ~~field~~number ~~(as~~of ~~defined),~~authorized ~~and~~commons ~~any~~shares ~~arising~~to ~~intellectual~~10,000,000,000 ~~property~~as ~~rights~~included ~~relating~~on toForm ~~improvements~~8-K tofiled ~~detection~~with ~~materials~~the ~~shall~~SEC ~~belong~~on toOctober ~~the~~4, ~~Joint Venture Developer~~2016.

~~The Agreement also provides that any arising~~On ~~intellectual~~January ~~property~~15, rights other than those covered above shall belong to the Company. To the extent that it is necessary to do so to enable the Company to use and exploit its respective arising intellectual property rights2019, the ~~Joint Developer grants the~~ Company aissued ~~perpetual~~165, ~~irrevocable~~546,562 ~~exclusive,~~shares and royalty free license (including the right to assign the license and to grant sub-licenses) to use and exploit the Joint Developer’s arising intellectual property rights in the field. Under the terms of ~~the~~common ~~Agreement,~~stock ~~either party may cancel the Agreement as the specific tasks provided~~ for ina ~~the~~cashless ~~Agreement~~exercise ~~have~~on ~~been completed or for causes specifically provided for in the Agreement~~warrants.

On April ~~May 19~~17, ~~2015~~2019, the Company ~~entered~~issued ~~into an Exclusive Patent Sublicense Agreement (the “License Agreement”) with Next Dimension Technologies~~50,000,000 ~~Inc.~~shares ~~(“NDT”). The License Agreement grants the Company a worldwide right to the patents licensed by NDT from the California Institute~~ of ~~Technology. The~~its ~~License~~restricted ~~Agreement~~common ~~grants~~stock ~~both exclusive and non-exclusive patent rights. The license granted in the License Agreement permits the Company~~ to ~~make,~~settle ~~have~~outstanding ~~made,~~vendor ~~use,~~liabilities ~~sell and offer for sale sublicensed products in the field~~ of ~~use. The License Agreement continues~~ ~~until the expiration~~$64, ~~revocation, invalidation or enforceability of the rights licensed~~000. ~~The~~In ~~License~~connection ~~Agreement~~with ~~provides~~this ~~for~~transaction the ~~payment~~ ofCompany ~~a license fee and royalty payments by CDx to NDT. The License Agreement~~ also ~~contains~~recorded ~~minimum royalty payments and milestone payments by CDx to NDT. NDT has~~ a ~~right~~loss toon ~~terminate~~settlement ~~the License Agreement in the event~~ of anvendor ~~uncured~~liabilities ~~breach by CDx; the insolvency or bankruptcy~~ of ~~CDx; or if CDx does not meet certain productivity milestones~~$56,000. The ~~License~~fair ~~Agreement~~value ~~also contains representations, warranties and indemnity obligations for each~~ of ~~CDx and NDT. In connection with~~ the ~~License~~common ~~Agreement,~~stock based on ~~May 19, 2015, CDx and NDT also executed an Amended Amendment No. 4 (~~the ~~“Amended~~trading ~~Amendment~~price ~~No.~~of ~~4”) to~~ the ~~Joint~~stock ~~Development Agreement,~~on ~~dated~~April ~~as of November 1~~17, ~~2013,~~2019 ~~between~~was ~~CDx and NDT~~$120, ~~which extended the date of negotiation for the License Agreement through May 19, 2015~~000.

~~Litigation~~On May 13, 2019, the Company issued 100,000,000 shares of its restricted common stock to settle outstanding vendor liabilities of $96,788. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $53,212. The fair value of the common stock based on the trading price of the stock on May 13, 2019 was $150,000.

InDuring the ~~normal~~nine ~~course~~months ofended ~~business~~September 30, 2019 the ~~Company~~ ~~may~~lenders beconverted ~~subject~~$307,200 toof ~~other~~the ~~legal~~outstanding ~~proceedings,~~principal ~~lawsuits~~ and ~~other~~$24,904 ~~claims.~~of ~~Although~~ the ~~ultimate~~outstanding ~~aggregate~~interest ~~amount~~into of593,346,266 ~~probable~~shares ~~monetary~~of ~~liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance,~~ the Company’s ~~management~~common ~~believes~~stock. ~~that~~In ~~any~~connection ~~monetary~~with ~~liability~~these orconversions ~~financial impact to~~ the ~~Company~~company ~~from~~recorded ~~these other~~a ~~matters,~~loss ~~individually~~on ~~and~~extinguishment inof ~~the aggregate~~$56,163 which ~~would~~is ~~not~~recorded beon ~~material to~~ the ~~Company’s~~Condensed ~~financial~~Consolidated ~~condition,~~Financial ~~results of operations or cash flows~~Statements.

~~However~~On November 4, ~~there~~2019 ~~can~~the beCompany noentered ~~assurance~~into a separation and release of claims agreement with Matthew Bucciero, Erai Beckman, and Mr. Cannabis, Inc. This agreement is effective ~~respect~~as toof ~~such~~August ~~result~~1, 2019. The parties mutually rescind the consulting agreement, the warrants, and ~~monetary~~any ~~liability~~liabilities orthe ~~financial~~company ~~impact~~had recorded. toIn connection with the ~~Company~~separation ~~from~~and ~~these~~release ~~other~~of ~~matters~~claims ~~could~~agreement the ~~differ~~company ~~materially~~recorded a $269,518 gain on settlement of accrued liabilities on the Condensed Consolidated Financial Statements. This gain is comprised of $159,268 from ~~those~~the ~~projected~~warrant liability and $110,250 from accrued liabilities.

109. ~~Subsequent~~Commitments ~~Events~~and Contingencies

~~Effective~~Distribution ~~August 1, 2019, Mr. Erai Beckman resigned from his position as a member of the Board of Directors of MyDx, Inc~~ and ~~Mr. Matthew~~License ~~Bucciero~~Agreement ~~resigned from his position as Chief Executive Officer~~ and ~~Chief~~Joint ~~Financial~~Development ~~Officer of the Company. Effective October 2, 2019, Mr. Daniel Yazbeck was appointed as the Company’s interim Chief Executive Officer and interim Chief Financial Officer.~~Agreements

~~From~~The Company ~~September~~entered ~~20,~~into ~~2019~~a Distribution and License Agreement with a third-party for the purpose of developing a sensor array to ~~September~~be used 24in the Company’s product. The Distribution and License Agreement has an initial term of ten years, but can be terminated ~~2019,~~earlier if the ~~Company~~project ~~entered~~does ~~into~~not ameet ~~series~~the specifications of ~~debt~~the ~~financing~~Company. ~~transactions~~The Company will obtain exclusive rights to ~~raise~~sell ~~capital~~and distribute once a successful sensor prototype is developed. In exchange for a functional prototype, the Company will pay the third-party a 7% royalty on net sales. During the nine months ended September 30, 2019, the Company did not incur any development costs related to the Distribution and License Agreement.

~~Eagle Note~~23

On November ~~September 20~~1, ~~2019~~2013, the Company entered into a ~~Securities~~two-year ~~Purchase~~Joint Development Agreement (the “~~Eagle Securities Purchase~~ Agreement”) ~~dated September 18, 2019,~~ with ~~Eagle Equities, LLC (“Eagle”) for the sale of~~ an ~~8% Convertible Redeemable Note in the amount of $27,500 (the “Eagle~~unrelated ~~Note”).~~third-party ~~Pursuant~~ to ~~the~~develop ~~terms~~chemical ofsensors ~~the~~and ~~Eagle~~peripheral ~~Securities~~sensing ~~Purchase~~equipment ~~Agreement,~~and ~~the~~software ~~Company~~for ~~issued~~ the ~~Eagle~~detection ~~Note~~and ~~with~~characterization ~~a $2,500~~of ~~original~~cannabis ~~issue discount~~ and ~~paid~~compounds ~~Eagle’s~~associated ~~legal~~with ~~fees of $2,000 out of the proceeds of the Eagle Note~~cannabis.

22 The Agreement provides for, among other things, any arising intellectual property rights (as defined) outside of the field (as defined), and any arising intellectual property rights relating to improvements to detection materials shall belong to the Joint Venture Developer.

The Agreement ~~Eagle~~also ~~Note~~provides ~~bears~~that ~~interest~~any atarising ~~the~~intellectual ~~rate of~~property 8%rights ~~per~~other ~~annum.~~than ~~All~~those ~~interest~~covered ~~and~~above ~~principal~~shall ~~must~~belong beto ~~repaid on September 18, 2020 (~~the ~~“Eagle Note Maturity Date”)~~Company. ~~The~~To ~~Eagle~~the ~~Note~~extent isthat ~~convertible~~it ~~into~~is ~~common~~necessary ~~stock~~to atdo ~~any~~so ~~time,~~to atenable ~~Eagle’s~~the ~~option,~~Company atto ause ~~price~~and ~~equal~~exploit toits ~~65%~~respective ofarising ~~the~~intellectual ~~lowest closing~~property ~~bid~~rights, ~~price of~~ the ~~common~~Joint ~~stock~~Developer ~~during~~grants the ~~fifteen~~Company ~~trading~~a ~~days~~perpetual, ~~prior~~irrevocable, toexclusive, ~~conversion.~~and ~~The~~royalty ~~Eagle~~free ~~Note~~license ~~may~~(including ~~not~~the beright to ~~prepaid~~assign ~~more~~the ~~than 180~~license ~~days~~and ~~prior~~ to ~~the~~grant ~~Eagle~~sub-licenses) ~~Note~~to ~~Maturity~~use ~~Date.~~and Inexploit the ~~event~~Joint ~~the~~Developer’s ~~Company~~arising ~~prepays~~intellectual ~~the~~property rights ~~Eagle Note~~ in ~~full~~the ~~during~~field. Under the ~~180~~terms ~~days~~of ~~prior to~~ the ~~Eagle~~Agreement, ~~Note~~either ~~Maturity~~party ~~Date,~~may cancel the ~~Company~~Agreement ~~must~~as ~~pay~~the ~~off~~specific ~~all~~tasks ~~principal,~~provided ~~interest~~for in ~~and~~the ~~any~~Agreement ~~other~~have ~~amounts~~been ~~owing~~completed ~~multiplied~~or byfor acauses ~~premium ranging~~specifically ~~from~~provided 5%for toin ~~30%~~the Agreement.

~~Odyssey~~On May ~~Note~~19, 2015, the Company entered into an Exclusive Patent Sublicense Agreement (the “License Agreement”) with Next Dimension Technologies, Inc. (“NDT”). The License Agreement grants the Company a worldwide right to the patents licensed by NDT from the California Institute of Technology. The License Agreement grants both exclusive and non-exclusive patent rights. The license granted in the License Agreement permits the Company to make, have made, use, sell and offer for sale sublicensed products in the field of use. The License Agreement continues until the expiration, revocation, invalidation or enforceability of the rights licensed. The License Agreement provides for the payment of a license fee and royalty payments by CDx to NDT. The License Agreement also contains minimum royalty payments and milestone payments by CDx to NDT. NDT has a right to terminate the License Agreement in the event of an uncured breach by CDx; the insolvency or bankruptcy of CDx; or if CDx does not meet certain productivity milestones. The License Agreement also contains representations, warranties and indemnity obligations for each of CDx and NDT. In connection with the License Agreement, on May 19, 2015, CDx and NDT also executed an Amended Amendment No. 4 (the “Amended Amendment No. 4”) to the Joint Development Agreement, dated as of November 1, 2013, between CDx and NDT, which extended the date of negotiation for the License Agreement through May 19, 2015.

On September 23, 2019, the Company entered into a Securities Purchase Agreement (the “Odyssey Securities Purchase Agreement”) dated September 18, 2019, with Odyssey Capital Funding, LLC (“Odyssey”) for the sale of a 12% Convertible Redeemable Note in the amount of $35,000 (the “Odyssey Note”). Pursuant to the terms of the Odyssey Securities Purchase Agreement, the Company paid Odyssey’s legal fees of $2,000 out of the proceeds of the Odyssey Note.Litigation

~~The~~In the ~~Odyssey~~normal ~~Note~~course ~~bears~~of ~~interest~~business, at the ~~rate~~ ofCompany ~~12%~~may ~~per annum. All interest and principal must~~ be ~~repaid~~subject onto ~~September~~other 18legal proceedings, ~~2020~~lawsuits ~~(the~~and ~~“Odyssey~~other ~~Note Maturity Date”)~~claims. ~~The~~ ~~Odyssey~~Although ~~Note is convertible into common stock at any time after~~ the ultimate ~~six~~aggregate ~~month~~amount ~~anniversary~~ of ~~the~~probable ~~Odyssey~~monetary ~~Note,~~liability ator ~~Odyssey’s option,~~financial atimpact awith ~~price~~respect ~~equal~~ to ~~60%~~these ofmatters ~~the~~is ~~lowest~~subject ~~trading price of the common stock during the twenty trading days prior~~ to ~~conversion.~~many ~~The~~uncertainties ~~Odyssey~~and ~~Note~~is ~~may~~therefore not bepredictable ~~prepaid~~with ~~more~~assurance, ~~than~~the ~~180~~Company’s ~~days~~management ~~prior~~believes tothat ~~the~~any ~~Odyssey~~monetary ~~Note~~liability or ~~Maturity~~financial ~~Date.~~impact Into the ~~event~~Company ~~the~~from ~~Company~~these ~~prepays the~~other ~~Odyssey~~matters, ~~Note~~individually and in ~~full~~the ~~during~~aggregate, ~~the~~would ~~180~~not ~~days~~be ~~prior~~material to the ~~Odyssey Note Maturity Date, the~~ Company’s financial ~~must pay off all principal~~condition, ~~interest and~~results ~~any~~of ~~other~~operations ~~amounts~~or ~~owing~~cash ~~multiplied by a premium ranging from 25% to 45%~~flows.

GSHowever, there ~~Capital~~can ~~Note~~be no assurance with respect to such result, and monetary liability or financial impact to the Company from these other matters could differ materially from those projected.

On September 24, 2019, the Company entered into a Securities Purchase Agreement (the “GS Capital Securities Purchase Agreement”) dated September 18, 2019, with GS Capital Partners, LLC (“GS Capital”) for the sale of an 8% Convertible Redeemable Note in the amount of $69,000 (the “GS Capital Note”)10. ~~Pursuant~~Subsequent to the terms of the GS Capital Securities Purchase Agreement, the Company issued the GS Capital Note with a $6,000 original issue discount and paid GS Capital’s legal fees of $3,000 out of the proceeds of the GS Capital Note.Events

~~The~~Subsequent GSto ~~Capital~~September ~~Note~~30, ~~bears~~2019 ~~interest at the~~investors ~~rate~~converted of$123,317 8%in ~~per~~principal ~~annum.~~and ~~All~~ interest ~~and~~from ~~principal~~convertible ~~must~~notes beinto ~~repaid on September 18~~1,087,168,316 ~~2020~~shares ~~(the “GS Capital Note Maturity Date”). The GS Capital Note is convertible into common stock at any time after the six month anniversary~~ of the ~~GS Capital Note, at GS Capital~~company’s ~~option, at a price equal to 50% of the lowest trading price of the~~ common stock ~~during the twenty trading days prior to conversion~~. The GS Capital Note may not be prepaid more than 180 days prior to the GS Capital Note Maturity Date. In the event the Company prepays the GS Capital Note in full during the 180 days prior to the GS Capital Note Maturity Date, the Company must pay off all principal, interest and any other amounts owing multiplied by a premium ranging from 20% to 40%.

~~LG Capital Note~~24

~~Additionally, on September 24, 2019, the~~Item Company entered into a Securities Purchase Agreement (the “LG Capital Securities Purchase Agreement” and together with the Eagle Securities Purchase Agreement, Odyssey Securities Purchase Agreement and GS Capital Securities Purchase Agreement, the “Securities Purchase Agreements”) dated September 18, 2019, with LG Capital Funding, LLC (“LG Capital”) for the sale of an 8% Convertible Redeemable Note in the amount of $25,000 (the “LG Capital Note” and together with the Eagle Note, Odyssey Note and GS Capital Note, the “Notes”)2. ~~Pursuant to the terms of the LG Capital Securities Purchase Agreement, the Company paid LG Capital~~MANAGEMENT’sS ~~legal~~DISCUSSION ~~fees~~AND ofANALYSIS ~~$2,000~~OF ~~out~~FINANCIAL ofCONDITION ~~the~~AND ~~proceeds~~PLAN ofOF ~~the LG Capital Note.~~OPERATIONS

The ~~LG Capital Note bears interest at the~~ ~~rate~~following ofdiscussion ~~8% per annum. All interest~~ and ~~principal~~analysis ~~must~~should be ~~repaid~~read onin ~~September~~conjunction 18with, ~~2020~~and ~~(the “LG Capital Note Maturity Date”). The LG Capital Note~~ is ~~convertible~~qualified ~~into~~in ~~common~~its ~~stock~~entirety ~~at any time after the six month anniversary of the LG Capital Note~~by, ~~at LG Capital~~MyDx’s ~~option,~~audited annual atfinancial astatements ~~price~~and ~~equal~~the torelated ~~60%~~notes ofthereto ~~the~~as ~~lowest~~filed ~~trading~~with ~~price of~~ the ~~common~~Securities ~~stock~~and ~~during~~Exchange ~~the~~Commission ~~twenty trading days~~(“SEC”) ~~prior~~on toApril ~~conversion~~25, 2019. ~~The~~This LGdiscussion ~~Capital~~contains ~~Note~~certain ~~may~~forward-looking ~~not~~statements bethat ~~prepaid~~involve ~~more~~risks ~~than~~and ~~180~~uncertainties, ~~days~~as ~~prior~~described under to the LGheading ~~Capital~~“Forward-Looking ~~Note~~Statements” ~~Maturity~~in ~~Date.~~this Inquarterly ~~the event~~report. ~~the~~Actual ~~Company~~results ~~prepays~~could ~~the~~differ LGmaterially ~~Capital~~from those ~~Note~~projected in ~~full during~~ the ~~180~~forward-looking ~~days~~statements. ~~prior~~For toadditional ~~the~~information LGregarding ~~Capital~~these ~~Note~~risks ~~Maturity~~and ~~Date~~uncertainties, ~~the Company~~please ~~must~~see ~~pay~~the ~~off~~disclosure ~~all~~under ~~principal,~~the ~~interest~~heading ~~and~~“Risk ~~any~~Factors” ~~other~~elsewhere ~~amounts~~in ~~owing~~this ~~multiplied~~quarterly ~~by a premium ranging from 25% to 45%~~report.

~~The~~We believe ~~Notes~~that our assumptions are based upon reasonable data derived from and ~~the~~known ~~Securities~~about ~~Purchase~~our ~~Agreements~~business and operations and the business ~~contain~~and operations of the ~~customary~~Company. ~~representations,~~No ~~warranties~~assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, ~~covenants~~but are not limited to, expected market demand for the Company’s products and ~~events~~services ofand ~~default~~competition.

~~Subsequent to June 30, 2019 the Company converted notes into 378,720,945 shares of the Companies common stock.~~Overview

23 MyDx is a science and technology company that develops and deploys products and services in the following focus areas:

~~Item 2.~~1) ~~MANAGEMENT’S~~Consumer ~~DISCUSSION~~Products ~~AND~~– ~~ANALYSIS~~smart OFdevices ~~FINANCIAL~~and ~~CONDITION AND PLAN OF OPERATIONS~~consumables

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, MyDx’s audited annual financial statements and the related notes thereto as filed with the Securities and Exchange Commission (“SEC”2) onData ~~April~~Analytics ~~24,~~– ~~2019. This discussion contains certain forward~~pre-~~looking~~clinical ~~statements~~chemical ~~that~~analysis ~~involve risks~~ and ~~uncertainties,~~patient asfeedback described under the heading “Forward-Looking Statements” in this quarterly report. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, please see the disclosure under the heading “Risk Factors” elsewhere in this quarterly report.ecosystem

~~We believe~~3) ~~that~~Biopharmaceuticals ~~our~~– ~~assumptions~~identifying ~~are~~‘green ~~based~~Active ~~upon~~Pharmaceutical reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences includeIngredientsTM, ~~but~~(gAPITM) ~~are not limited to, expected market demand for the Company’s products~~ and ~~services~~corresponding ~~and competition.~~formulations

~~Overview~~4) Software as a Service (SaaS) – Software services for prescribers, patient groups, cultivators, and regulators

~~MyDx~~We isare acommitted ~~science~~to ~~and~~addressing ~~technology~~areas ~~company~~of ~~that~~critical ~~develops~~national ~~and~~need ~~deploys~~to ~~products~~promote public safety, transparency and ~~services~~regulation in the ~~following~~various markets ~~focus~~we ~~areas:~~serve.

1)The Company’s ~~Consumer~~first ~~Products~~product, –MyDx®, ~~smart~~also ~~devices~~known as “My Diagnostic”, is a multiuse hand-held chemical analyzer made for consumers and ~~consumables~~professional users which feeds our data analytics platform and SaaS business. MyDx is intended to allow consumers to Trust & Verify® what they put into their mind and body by using our science and technology to test for pesticides in food, chemicals in water, toxins in the air, and the safety and potency of cannabis samples, which is our initial focus.

~~2) Data Analytics – pre-clinical chemical analysis and patient feedback ecosystem~~Business Plan

3)The Company ~~Biopharmaceuticals~~is –currently ~~identifying~~focused ~~‘green~~on ~~Active~~4 ~~Pharmaceutical~~key ~~IngredientsTM,~~business ~~(gAPITM)~~segments ~~and~~to ~~corresponding~~service ~~formulations~~the cannabis industry.

4)1. ~~Software~~Consumer ~~as a Service (SaaS) – Software services for prescribers, patient groups, cultivators, and regulators~~Products

WeSmart ~~are~~Devices ~~committed~~& ~~to addressing areas of critical national need to promote public safety, transparency and regulation in the various markets we serve.~~Consumables

~~The Company’s~~1) first product, MyDx®, also known as “My Diagnostic”, is a multiuse hand-held chemical analyzer made for consumers and professional users which feeds our data analytics platform and SaaS business. MyDx is intended to allow consumers to Trust & Verify® what they put into their mind and body by using our science and technology to test for pesticides in food, chemicals in water, toxins in the air, and the safety and potency of cannabis samples, which is our initial focus.CannaDxTM

~~Business Plan~~● The cannabis industry’s first hand-held cannabis sensor and analyzer with disposable single use inserts. ● Comes with a mobile app that acts as a ‘virtual budtender’. ● Analyzes cannabis sample and provides a Total Canna ProfileTM (TCP), a more complete chemical profile to include THC and the most prevalent cannabinoids and terpenes found in cannabis plants.

~~The Company is currently focused on 4 key business segments to service the cannabis industry.~~25

1● Cannabinoids such as THC and CBD have been reported to bind the CB1 and CB2 receptors found throughout the human body and have been reported to provide relief to an array of symptoms, including pain, nausea, and inflammation to name a few. ~~Consumer~~Terpenes, ~~Products~~which have been reported to compound the effects of cannabinoids on the body via an “Entourage Effect”, are also important in determining the overall physiological effects various cannabis chemical profiles. ● Enables users to log their ailments and side effects and tie those back to the exact chemical profile. ● Provides strain recommendations based on desired “relief” input based on crowdsourced community feedback.

2) Eco Smart ~~Devices~~ &PenTM ~~Consumables~~and Other Delivery Devices

1)● ~~CannaDxTM~~MyDx plans to develop additional smart hardware that gather user data, such as the Eco Smart Pen. MyDx plans to release the Eco Smart Pen once the development is complete and the market conditions are favorable to do so. ● Integrated with Bluetooth as well as other technologies that will allow for mobile-app control, dose restrictions, safety controls, and usage statistics. ● We plan to OEM these product to third-party customers.

● The cannabis industry’s first hand-held cannabis sensor and analyzer with disposable single use inserts. ● Comes with a mobile app that acts as a ‘virtual budtender’. ● Analyzes cannabis sample and provides a Total Canna ProfileTM (TCP3), aMyDx ~~more~~Tablet ~~complete chemical profile to include THC and the most prevalent cannabinoids and terpenes found in cannabis plants.~~Edition

24 ● MyDx plans to develop he first touchscreen kitchen tablet in the market with integrated MyDx sensor reading capability. ● Sensor lineup to include OrganaDx, AquaDx, and AeroDx. ● Company plans to offer CannaDx data portal management ability in MyDx Tablet Edition.

●MyDx plans ~~Cannabinoids such as THC and CBD have been reported~~ to ~~bind~~evaluate the ~~CB1~~510K ~~and~~FDA ~~CB2~~device ~~receptors~~approval ~~found~~process ~~throughout the human body and have been reported~~ to ~~provide~~leverage ~~relief~~its toconsumer anproducts ~~array of symptoms, including pain, nausea,~~ and ~~inflammation to name a few. Terpenes, which have been reported to compound~~ the ~~effects~~ability of ~~cannabinoids~~insurance ~~on the body via an “Entourage Effect”, are also important in determining the overall physiological effects various cannabis chemical profiles. ● Enables users~~ companies to ~~log~~support ~~their~~sales ~~ailments~~of ~~and~~its ~~side~~smart ~~effects~~devices and ~~tie~~generate ~~those~~HIPPA ~~back~~compliant ~~to the exact chemical profile. ● Provides strain recommendations based on desired “relief” input based on~~ crowdsourced ~~community feedback~~data.

2). ~~Eco~~Data ~~Smart PenTM and Other Delivery Devices~~Analytics

● MyDx plans to develop additional smart hardware that gather user data, such as the Eco Smart Pen. MyDx plans to release the Eco Smart Pen in the first quarter of 2019. ● Integrated with Bluetooth as well as other technologies that will allow for mobilePre-~~app~~Clinical Chemical ~~control,~~Analysis ~~dose restrictions, safety controls,~~ and ~~usage~~Patient ~~statistics.~~Feedback ~~● We plan to OEM these product to third-party customers~~Ecosystem.

3) MyDx has ~~Tablet~~four ~~Edition~~classes of data and algorithms:

●1) ~~MyDx~~User plans to develop he first touchscreen kitchen tablet in the market with integrated MyDx sensor reading capability. ● Sensor lineup to include OrganaDx, AquaDx, and AeroDx. ● Company plans to offer CannaDx data portal management ability in MyDx Tablet Edition.Data

~~MyDx plans~~● toWhen ~~evaluate~~users download the ~~510K~~CannaDx ~~FDA~~mobile ~~device~~app, ~~approval~~we ~~process~~may toask ~~leverage~~them ~~its~~put ~~consumer~~in ~~products~~personal ~~and~~details ~~the~~such ~~ability~~as ofgender, ~~insurance~~location, ~~companies to~~height, ~~support~~weight, ~~sales~~age ofetc. ~~its~~that ~~smart~~we ~~devices~~maintain ~~and~~while ~~generate~~complying ~~HIPPA~~with ~~compliant crowdsourced data~~HIPAA.

2.) ~~Data~~Chemical ~~Analytics~~Composition Data

~~Pre-Clinical Chemical~~● ~~Analysis~~This information is sourced from a number of inputs including the CannaDx Handheld’s Total Canna Profile (TCP), partner laboratories analyses, and ~~Patient~~branded ~~Feedback~~pre-tested ~~Ecosystem~~concentrates.

~~MyDx has~~3) ~~four~~User ~~classes of data and algorithms:~~Feedback

1)● ~~User~~Provided ~~Data~~by users in our CannaDx mobile app as they try various products and record their experiences with those products.

●4) ~~When~~Usage ~~users download the CannaDx mobile app, we may ask them put in personal details such as gender, location, height, weight, age etc. that we maintain while complying with HIPAA.~~Statistics

2)● ~~Chemical~~We ~~Composition~~plan ~~Data~~to capture type, frequency, dosage, ailments relieved, and side effects.

●MyDx plans ~~This~~to ~~information~~leverage isthis ~~sourced~~data, ~~from~~which acombined ~~number~~is ofreferred ~~inputs~~to ~~including~~as the ~~CannaDx Handheld’s~~ Total Canna ~~Profile~~ProfileTM (TCP), ~~partner~~combined ~~laboratories~~with ~~analyses~~our proprietary algorithms, to develop key insights into user behavior based on unique chemical profiles. Our goal is to track how a specific sample is expected to help relieve certain ailments and ~~branded~~to ~~pre-tested~~validate ~~concentrates~~the results.

~~3) User Feedback~~26

~~● Provided by users in our CannaDx mobile app as they try various products and record their experiences with those products~~3. Biopharmaceutical

4Identifying ‘green Active Pharmaceutical IngredientsTM’ (gAPITM) ~~Usage~~and ~~Statistics~~corresponding formulations

●1) WeSale ~~plan~~and toLicense ~~capture~~of ~~type,~~Product ~~frequency, dosage, ailments relieved, and side effects.~~Formulations

● MyDx plans to ~~leverage~~work ~~this~~with ~~data,~~third ~~which~~party ~~combined~~customers ~~is referred~~ to aslicense ~~the~~crowdsourced ~~Total~~formulated ~~Canna ProfileTM (TCP), combined with our proprietary algorithms, to develop key insights into user behavior based on unique~~ chemical profiles. ~~Our~~that ~~goal~~are isexpected to ~~track~~address ~~how~~ a specific ~~sample~~ is“relief” ~~expected~~desired tousing ~~help~~its ~~relieve~~own ~~certain~~proprietary ~~ailments~~formulas ~~and~~derived tofrom ~~validate~~our ~~the~~extensive ~~results~~dataset and algorithms.

25 2) Sale of green Active Pharmaceutical Ingredients (gAPITM)

3● This division will also look to provide an organic source of extracted green Active Pharmaceutical Ingredients (gAPITM), such as a predefined terpene formulation, for consumer and industrial use. ~~Biopharmaceutical~~● Given that certain classes of gAPI’s such hemp derived CBD and terpenes might offer “relief” without the “high” THC provides, MyDx intends to partner with leaders in the industry to offer branded products without THC, akin to a “virgin” cocktail, if it finds that these formulations offer the benefits desired and the legal framework to sell them is viable.

~~Identifying ‘green~~4. ~~Active~~SaaS ~~Pharmaceutical IngredientsTM’~~ (~~gAPITM)~~Software ~~and~~as ~~corresponding~~a ~~formulations~~Service)

1)Software services ~~Sale~~for ~~and~~prescribers, ~~License~~patient ofgroups, ~~Product~~cultivators, ~~Formulations~~and regulators

●1) MyDx plans to work with third party customers to license crowdsourced formulated chemical profiles that are expected to address a specific “relief” desired using its own proprietary formulas derived from our extensive dataset and algorithms.App

2)● ~~Sale~~Available in iOS and Android and controls the MyDx Analyzer. ● Tracks patient tested samples and physiological feedback. ● Prints a Certificate of ~~green~~Analysis, ~~Active~~which ~~Pharmaceutical~~includes ~~Ingredients~~patient ~~(gAPITM)~~feedback. ● Offers patients groups and their doctors with OEM software to track what the community is experiencing. ● Centrally hosted in our secure cloud based server. ● Will offer in App purchases for additional software subscription features.

~~● This division will also look to provide an organic source of extracted green Active Pharmaceutical Ingredients (gAPITM~~2), such as a predefined terpene formulation, for consumer and industrial use. ● Given that certain classes of gAPI’s such hemp derived CBD and terpenes might offer “relief” without the “high” THC provides, MyDx intends to partner with leaders in the industry to offer branded products without THC, akin to a “virgin” cocktail, if it finds that these formulations offer the benefits desired and the legal framework to sell them is viable.MYDX360

4.● ~~SaaS~~MyDx360 (is a Software asAs aA Service (SAAS)-based community engagement platform designed to help entrepreneurs develop, launch and track the effects of new formulated products on consumers to help penetrate their target markets more effectively. ● As part of the service, companies will choose from among MyDx’s many chemical formulations that best align with the physiological response its target demographic is seeking. From there, MyDx will outsource the delivery of those formulations through licensed concentrate manufacturing facilities and provide customer-engagement support via its SAAS platform and MyDx smart devices such as the EcoSmartPen to acquire and analyze user feedback. ● Collectively, this suite of services will be called MyDx360.

3) Software ~~services~~ ~~for~~to ~~prescribers,~~Support ~~patient~~Laboratory ~~groups~~Marketing, ~~cultivators,~~Customer Service and ~~regulators~~Data Aggregation

1)● MyDx ~~App~~will offer what we believe will be the premier lead generator and outsourced services provider for cannabis testing labs. ● Through certain assets MyDx expects to develop or acquire, as well as leads generated from our handheld analysis and smart devices, we believe MyDx will be positioned to become a world leader in cannabis laboratory marketing and services and as the largest “data holder” of tested cannabis and the associated chemical profiles tied to the ailment therapy.

● Available in iOS and Android and controls the MyDx Analyzer. ● Tracks patient tested samples and physiological feedback. ● Prints a Certificate of Analysis, which includes patient feedback. ● Offers patients groups and their doctors with OEM software to track what the community is experiencing. ● Centrally hosted in our secure cloud based server. ● Will offer in App purchases for additional software subscription features.27

2)Change in ~~MYDX360~~Officers and Directors

●On November ~~MyDx360~~10, is2018, athe ~~Software~~Company Asentered Ainto ~~Service~~a consulting agreement (~~SAAS~~the “Mr. Cannabis Consulting Agreement”)~~-based~~ ~~community~~with Mr. ~~engagement~~Cannabis, ~~platform~~Inc., ~~designed~~a toCalifornia ~~help~~corporation ~~entrepreneurs~~(the ~~develop~~“Consultant”), ~~launch~~pursuant ~~and~~to ~~track~~which the ~~effects~~Consultant ofwould ~~new~~perform ~~formulated~~management type ~~products~~services onfor ~~consumers~~the toCompany ~~help~~as ~~penetrate~~further ~~their~~defined ~~target~~in ~~markets~~the ~~more effectively~~Mr. ●Cannabis AsConsulting ~~part~~Agreement. The term of the ~~service,~~Mr. ~~companies~~Cannabis ~~will~~Consulting Agreement ~~choose~~is from ~~among~~November ~~MyDx’s~~10, ~~many~~2018 ~~chemical~~through ~~formulations~~November ~~that~~9, ~~best~~2021 ~~align with~~ (the ~~physiological~~“Term”). ~~response~~The ~~its~~Mr. ~~target~~Cannabis ~~demographic~~Consulting isAgreement ~~seeking.~~shall not ~~From~~be ~~there,~~terminated ~~MyDx~~within ~~will~~the ~~outsource~~first ~~the~~six ~~delivery~~months of ~~those~~the ~~formulations~~Term. ~~through~~The ~~licensed~~Company ~~concentrate~~or ~~manufacturing~~the ~~facilities~~Consultant ~~and~~may ~~provide~~terminate ~~customer-engagement~~this ~~support~~Agreement, ~~via~~with ~~its~~or without ~~SAAS~~cause, ~~platform~~at ~~and~~any ~~MyDx~~time ~~smart~~after ~~devices such as~~ the ~~EcoSmartPen~~first tosix ~~acquire~~months ~~and~~of ~~analyze~~the ~~user~~Term ~~feedback.~~upon ●providing ~~Collectively,~~ninety ~~this~~day ~~suite~~written ofnotice ~~services~~to ~~will~~the beother ~~called MyDx360~~party.

3)Pursuant to, ~~Software~~and in accordance with the terms and conditions of the Mr. Cannabis Consulting Agreement, the Consultant was issued a common stock purchase warrant (the “Warrant”) to ~~Support~~purchase ~~Laboratory~~twenty ~~Marketing~~two and one half percent (22.5%) of the issued and outstanding shares of the Company’s common stock, ~~Customer~~par ~~Service~~value $0.001 per share (the “Common Stock”) at the time of the first notice of exercise given by the Consultant to the Company, exercisable at a price of $.001 per share and ~~Data~~for ~~Aggregation~~a term of three years from the date of issuance (the “Mr. Cannabis Warrant”).

●In connection ~~MyDx~~with ~~will offer what we believe will be~~ the ~~premier~~Mr. ~~lead~~Cannabis ~~generator~~Consulting ~~and~~Agreement, ~~outsourced~~Mr. ~~services~~Daniel ~~provider~~Yazbeck ~~for~~resigned ~~cannabis~~from ~~testing~~his ~~labs.~~position ●as ~~Through~~the ~~certain~~Company’s ~~assets~~Chief Executive ~~MyDx~~Officer ~~expects~~(the to“Yazbeck ~~develop or acquire~~Resignation”), asbut ~~well~~remains asa ~~leads~~member ~~generated~~of ~~from~~the ~~our~~Company’s ~~handheld~~Board ~~analysis~~of ~~and~~Directors ~~smart~~(the “Board”). ~~devices,~~Upon weMr. ~~believe~~Yazbeck’s ~~MyDx~~resignation, ~~will~~the beBoard ~~positioned~~appointed toMr. ~~become~~Matthew aBucciero, ~~world~~an ~~leader~~affiliate inof ~~cannabis~~the ~~laboratory~~Consultant, as ~~marketing~~Chief ~~and~~Executive ~~services~~Officer ~~and~~of as the ~~largest~~Company. ~~“data~~Additionally, ~~holder”~~Mr. ofErai ~~tested~~Beckmann, ~~cannabis~~currently ~~and~~President of the ~~associated~~Consultant, ~~chemical~~was ~~profiles tied~~ appointed to the ~~ailment therapy~~Board.

26 Mr. Beckmann was the CEO of Humanity Holdings through February 2018. At the time the Company entered into the License and Services Agreement with Humanity Holdings in April 2018, Mr. Beckmann’s position was Co-Founder and he owned 23% of the entity. In addition, on February 1, 2018, the Company and Mr. Beckmann entered into a twelve (12) month Research, Manufacturing, Advertising and Marketing Services Agreement. During the year ended December 31, 2018, the Company has issued 43,906,926 restricted shares of common stock to Mr. Beckmann in connection with the February agreement.

~~Change~~Effective inAugust ~~Officers~~1, 2019, Mr. Erai Beckman resigned from his position as a member of the Board and ~~Directors~~Mr. Matthew Bucciero resigned from his position as Chief Executive Officer and Chief Financial Officer of the Company. The resignations were not caused by a disagreement with the Company.

OnEffective November 10, 2018, the Company entered into a consulting agreement (the “Mr. Cannabis Consulting Agreement”) with Mr. Cannabis, Inc., a California corporation (the “Consultant”), pursuant to which the Consultant would perform management type services for the Company as ~~further defined in the Mr. Cannabis Consulting Agreement. The term~~ of ~~the~~October ~~Mr. Cannabis Consulting Agreement is from November 10~~2, ~~2018 through November 9~~2019, ~~2021~~Daniel ~~(the~~Yazbeck ~~“Term”).~~was ~~The~~appointed ~~Mr.~~as ~~Cannabis~~Interim ~~Consulting~~Chief ~~Agreement~~Executive ~~shall not~~Officer beand ~~terminated~~Interim ~~within~~Chief ~~the~~Financial ~~first~~Officer ~~six months~~ of ~~the Term. The Company or the Consultant may terminate this Agreement, with or~~ ~~without cause, at any time after~~ the ~~first six months of the Term upon providing ninety day written notice to the other party~~Company.

~~Pursuant~~Results ~~to, and in accordance with the terms and conditions~~ of the Mr. Cannabis Consulting Agreement, the Consultant was issued a common stock purchase warrant (the “Warrant”) to purchase twenty two and one half percent (22.5%) of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the time of the first notice of exercise given by the Consultant to the Company, exercisable at a price of $.001 per share and for a term of three years from the date of issuance (the “Mr. Cannabis Warrant”).Operations

~~In connection~~As ~~with~~shown in the ~~Mr.~~accompanying ~~Cannabis~~consolidated financial ~~Consulting Agreement~~statements, ~~Mr. Daniel Yazbeck resigned from his position as~~ the Company’s ~~Chief Executive~~incurred ~~Officer~~a ~~(the~~net ~~“Yazbeck~~income ~~Resignation”)~~of $1,669,116 ~~but~~and ~~remains~~net aloss ~~member~~ of ~~the~~$3,708,968, ~~Company’s~~respectively, ~~Board~~for ofthe ~~Directors~~nine ~~(the~~months ~~“Board”).~~ended ~~Upon~~September ~~Mr. Yazbeck’s resignation~~30, ~~the~~2019 ~~Board~~and ~~appointed Mr~~2018. ~~Matthew~~The ~~Bucciero,~~Company had an ~~affiliate~~accumulated deficit of ~~the Consultant~~$38, as296,115 ~~Chief~~and ~~Executive Officer of the Company. Additionally~~$39,965,231 ~~Mr. Erai Beckmann~~respectively, ~~currently~~as ~~President~~ of ~~the Consultant~~September 30, ~~was~~2019 ~~appointed to~~and ~~the~~December ~~Board~~31, 2018.

~~Mr.~~Comparison ~~Beckmann was the CEO~~ of ~~Humanity~~The ~~Holdings~~Three ~~through~~Months ~~February~~Ended ~~2018.~~September ~~At the time the Company entered into the License and Services Agreement with Humanity Holdings in April 2018~~30, ~~Mr.~~2019 ~~Beckmann’s position was Co-Founder~~ and ~~he owned 23% of the entity. In addition, on February 1,~~ 2018, the Company and Mr. Beckmann entered into a twelve (12) month Research, Manufacturing, Advertising and Marketing Services Agreement. During the year ended December 31, 2018, the Company has issued 43,906,926 restricted shares of common stock to Mr. Beckmann in connection with the February agreement.

Effective August 1, 2019, Mr. Erai Beckman resigned from his position as a member of the Board and Mr. Matthew Bucciero resigned from his position as Chief Executive Officer and Chief Financial Officer of the Company. The resignations were not caused by a disagreement with the Company.Revenue

~~Effective~~For asthe three months ended September 30, 2019 and 2018, the Company had licensing revenue of ~~October~~$441 2and $441, respectively. For the three months ended September 30, 2019 and 2018, ~~Daniel~~the Company had product revenue of $202,048 and $53,375 respectively. For the three months ended September 30, 2019 ~~Yazbeck~~and ~~was~~2018, ~~appointed~~the asCompany ~~Interim~~had ~~Chief~~product ~~Executive~~service ~~Officer~~revenue of $11,622 and ~~Interim~~$3,641, ~~Chief~~respectively ~~Financial~~The ~~Officer~~increase in revenue for the three months ended September 30, 2019 compared to 2018 was a result of the ~~Company~~recognition of revenue from customer deposits for CannaDx product that were generated in previous quarters and only fulfilled in this quarter through the shipment of CannaDx product to paid customers.

~~Results of Operations~~28

~~As shown in the accompanying consolidated~~Cost ~~financial statements, the Company incurred a net income~~ of ~~$2,239,214~~Goods ~~and~~Sold ~~net income of $69,595, respectively, for the six months June 30, 2019~~ and ~~2018.~~Gross ~~The Company had an accumulated deficit of $37,726,017 and $39,965,231 respectively, as of June 30, 2019 and December 31, 2018.~~Profit

~~Comparison~~Gross profit as a percentage of ~~The~~net ~~Three~~revenues ~~Months~~for ~~Ended~~the ~~June~~three months ended September 30, 2019 and 2018 were 73% and 65%, respectively. During the three months ended September 30, 2019 the Company had $214,111 in revenue and $58,620 in costs of goods sold. The Company has fixed costs that are contributing to the high cost of goods sold.

~~Revenue~~Operating Expenses

For the three months ended ~~June~~September 30, 2019 ~~and 2018~~, the Company ~~had~~incurred ~~licensing~~operating ~~revenue~~expenses in the amount of $~~867~~(65,582) ~~and~~compared to $3276,~~641,~~085 ~~respectively.~~for ~~For~~ the three months ended ~~June~~September 30, ~~2019 and~~ 2018,. ~~the~~These ~~Company~~operating ~~had~~expenses ~~product~~were ~~revenue~~composed of $0research and ~~$84~~development costs,~~061~~ ~~respectively~~sales and marketing and general and administrative expenses. The decrease inmainly ~~revenue~~resulted ~~for~~ from the ~~three~~decrease ~~months~~of ~~ended~~general ~~June~~and ~~30,~~administrative ~~2019~~costs ~~compared~~and toresearch ~~2018~~and ~~was~~development, awhich were ~~result~~partially ofoffset ~~backlog~~by ofthe ~~orders~~increase ~~that~~in ~~have~~sales ~~not~~and ~~been~~marketing ~~shipped~~ for ~~both~~the ~~product and~~reasons ~~service~~discussed ~~revenue~~below. ~~Due~~In toconnection awith ~~supply~~the ~~chain~~separation and ~~disruption,~~release ~~MyDx was~~of ~~unable~~claims toagreement ~~deliver~~the ~~finished~~Company ~~units~~recorded ina gain on the ~~first~~stock-based ~~quarter~~compensation of ~~2019.~~$186,639 ~~These~~for ~~issues~~the ~~have~~three ~~since~~months ~~been~~ended September ~~resolved~~30, ~~and~~2019. ~~deliveries~~This ~~are~~attributed ~~expected~~ to ~~resume~~the ingain shown for the ~~beginning~~operating ofexpenses ~~the~~and ~~third~~general ~~quarter~~and administrative expenses. (See Note 8 above)

~~Cost~~Research ~~of Goods Sold~~ and ~~Gross~~Development ~~Profit~~Expenses

~~Gross~~Research ~~profit~~and asdevelopment aexpenses ~~percentage~~primarily consist of ~~net~~engineering ~~revenues~~and ~~for~~product ~~the~~development, ~~three~~incurred ~~months~~in ~~ended~~the ~~June~~design, 30development, ~~2019~~ testing and ~~2018~~enhancement ~~were~~of ~~(1,126)%~~our ~~and 62%, respectively~~products. ~~During~~For the three months ended ~~June~~September 30, 2019, the Company ~~had~~expended $~~867~~6,037 infor ~~revenue~~various research and development projects for hardware, database, software and sensor development as compared to $1011,~~630~~561 infor ~~costs~~the ofthree ~~goods~~months ~~sold~~ended September 30, 2018. The ~~Company~~decrease ~~has~~of ~~fixed~~$5,524, ~~costs~~or ~~that~~48%, ~~are~~resulted ~~contributing~~primarily tofrom the ~~high~~Company decreasing its research and development ~~cost~~efforts as a result of ~~goods~~limited ~~sold~~cashflow and resources.

~~Operating~~Sales and Marketing Expenses

Sales and marketing expenses consist primarily of consulting fees for third-party services and general marketing expenses. For the three months ended ~~June~~September 30, 2019, ~~the~~ the Company ~~incurred~~expended ~~operating expenses in the amount of~~ $~~128~~1,~~357~~038 as compared to $~~410~~19,~~372~~350 for the three months ended ~~June~~September 30, 2018. ~~These~~ ~~operating~~The ~~expenses~~decrease ~~were composed~~ of ~~research and development costs~~$18,312, ~~sales~~or ~~and marketing and general and administrative expenses.~~57%, ~~The decrease mainly~~ resulted primarily from the ~~decrease~~Company ofresulted ~~general~~primarily ~~and~~from ~~administrative~~the ~~costs,~~Company ~~research~~decreasing ~~and development, and sales and~~ marketing ~~for~~ ~~the reasons discussed below~~efforts.

27 General and Administrative Expenses

~~Research~~General and ~~Development~~administrative ~~Expenses~~expenses consist primarily of salaries, wages and benefits, consulting fees, legal fees, accounting fees and general administrative expenses.

~~Research and development expenses primarily consist of engineering and product development, incurred in the design, development, testing and enhancement of our products.~~ For the three months ended ~~June~~September 30, 2019, the Company ~~expended~~recouped $1272,~~249~~657 ~~for~~in ~~various~~connection ~~research~~with ~~and development~~the ~~projects~~separation ~~for~~and ~~hardware,~~release ~~database,~~of ~~software~~claims ~~and~~agreement ~~sensor development~~ as compared to $39245,~~218~~174 for the three months ended ~~June~~ September 30, 2018. The decrease of $26172,~~969~~517, or 6942%, resulted primarily from ~~the~~a ~~Company~~decrease ~~decreasing~~in ~~its~~stock ~~research~~- ~~and~~based ~~development efforts~~compensation asdue ato ~~result~~the re-capture of ~~limited~~the ~~cashflow~~expense ~~and~~related ~~resources~~to the terminated warrants.

~~Sales and~~Other ~~Marketing~~income ~~Expenses~~(expense)

~~Sales and~~Other ~~marketing~~ expenses ~~consist~~decreased ~~primarily~~by ofapproximately $2.7 ~~consulting~~million, ~~fees~~resulted ~~for~~primarily ~~third-party~~from ~~services~~a ~~and~~decrease ~~general~~in ~~marketing~~the ~~expenses.~~loss ~~For~~on ~~the~~settlement ~~three months~~of ~~ended~~debt ~~June~~of ~~30,~~$5.5 ~~2019,~~million ~~the~~offset ~~Company~~by ~~expended~~a ~~$10,123~~decrease asin ~~compared~~change in toderivative ~~$58~~expense,~~872~~ ~~for~~a ~~the~~decrease ~~three~~in ~~months~~change ~~ended~~in ~~June~~fair ~~30,~~value ~~2018.~~of ~~The~~derivative ~~decrease~~ liability of $482,~~749~~028,834 orand ~~83%,~~a ~~resulted~~gain ~~primarily~~on ~~from~~extinguishment ~~the~~of vendor ~~Company~~liability ~~resulted primarily from the Company decreasing marketing efforts as a result~~ of ~~limited cashflow and resources~~$17,712.

~~General~~Comparison ~~and~~of ~~Administrative~~The ~~Expenses~~Nine months ended September 30, 2019 and 2018

~~General and administrative expenses consist primarily of salaries, wages and benefits, consulting fees, legal fees, accounting fees and general administrative expenses.~~Revenue

For the ~~three~~nine months ended ~~June~~September 30, 2019 and 2018, the Company ~~expended~~had licensing revenue of $~~105~~1,~~985~~308 asand ~~compared~~$8,212, torespectively. ~~$312~~For the nine months ended September 30,~~282~~ ~~for~~2019 and 2018, the ~~three~~Company had product revenue of $203,299 and $204,280, respectively. For the nine months ended ~~June~~ September 30, 2019 and 2018., ~~The~~the ~~decrease~~Company had product service revenue of $~~206~~11,~~297~~910 and $15,218, orrespectively. ~~66%~~The decrease in revenue for the nine months ended September 30, ~~resulted~~2019 ~~primarily~~compared ~~from~~to an2018 ~~decrease~~was a result of backlog of orders that have not been shipped for both product and service revenue. Due to a supply chain disruption, MyDx was unable to deliver finished units in ~~stock~~the -first ~~based~~quarter ~~compensation~~of 2019. These issues have since been resolved and deliveries are expected to resume in the beginning of the third quarter.

~~Other income (expense)~~29

~~Other~~Cost ~~expenses decreased by approximately $2.5 million, resulted primarily from an increase in change in fair value~~ of ~~derivative~~Goods ~~liability, offset~~Sold ~~by an increase in interest expense. This was offset by an increase in change in derivative expense, an increase in change in fair value of derivative liability of $2,603,135~~ and aGross ~~loss on settlement of vendor liability of $109,212.~~Profit

~~Comparison~~Gross profit as a percentage of ~~The~~net ~~Six~~revenues ~~Months~~for ~~Ended~~the ~~June~~nine months ended September 30, 2019 and 2018 were 60% and 64%, respectively.

~~Revenue~~Operating Expenses

For the ~~six~~nine months ended ~~June~~September 30, 2019 ~~and 2018~~, the Company ~~had~~incurred ~~licensing~~operating ~~revenue~~expenses ofin ~~$867 and $7,771, respectively. For~~ the ~~six~~amount ~~months ended~~of ~~June 30~~$557,905 ~~2019~~compared ~~and~~to ~~2018, the Company had product revenue of~~ $1,~~251 and $150~~217,~~905,~~447 ~~respectively.~~for ~~For~~ the ~~six~~nine months ended ~~June~~September 30, ~~2019 and~~ 2018,. ~~the~~These ~~Company~~operating ~~had~~expenses ~~product~~were ~~service~~composed ~~revenue~~ of ~~$288~~research and ~~$11~~development costs,~~577,~~ ~~respectively.~~sales ~~The~~and ~~decrease~~marketing inand ~~revenue~~general ~~for~~and ~~the~~administrative ~~six~~expenses. ~~months~~The ~~ended~~decrease ~~June~~mainly ~~30,~~resulted ~~2019~~from ~~compared~~the todecrease ~~2018~~in ~~was~~research ~~a result of backlog of orders that have not been shipped for both product~~ and ~~service revenue. Due to a supply chain disruption~~development, ~~MyDx~~decrease ~~was unable to deliver finished units~~ in ~~the~~sales ~~first~~and ~~quarter~~marketing, ofand ~~2019.~~decrease ~~These~~in ~~issues~~general ~~have since been resolved~~ and ~~deliveries~~administrative ~~are~~for ~~expected to resume in~~ the ~~beginning~~reasons ofdiscussed ~~the third quarter~~below.

~~Cost~~Research ~~of Goods Sold~~ and ~~Gross~~Development ~~Profit~~Expenses

~~Gross~~Research ~~profit~~and asdevelopment aexpenses ~~percentage~~primarily consist of ~~net~~engineering ~~revenues~~and ~~for~~product development, incurred in the ~~six~~design, development, testing and enhancement of our products. For the nine months ended ~~June~~September 30, 2019, the Company expended $32,221 for various research and ~~2018~~development ~~were~~projects (1for hardware,~~044%)~~ database, software and 64sensor development as compared to $283,869 for the three months ended September 30, 2018. The decrease of $251,648, or 89%, ~~respectively~~resulted primarily from the Company decreasing its research and development efforts due to limited cashflow and resources.

~~Operating~~Sales and Marketing Expenses

Sales and marketing expenses consist primarily of consulting fees for third-party services and general marketing expenses. For the ~~six~~nine months ended ~~June~~September 30, 2019, ~~the~~ the Company ~~incurred~~expended ~~operating expenses in the amount of~~ $~~623~~65,~~487~~451 as compared to $~~941~~130,~~362~~475 for the ~~six~~nine months ended ~~June~~September 30, 2018. ~~These~~ ~~operating~~The ~~expenses~~decrease ~~were composed~~ of ~~research and development costs~~$65,024, ~~sales~~or ~~and marketing and general and administrative expenses.~~50%, ~~The decrease mainly~~ resulted primarily from the ~~decrease~~Company indecreasing ~~research and development, decrease in sales and~~ marketing, ~~which~~efforts ~~were~~due ~~partially offset~~to bylimited ~~the~~cashflow ~~increase in general~~ and ~~administrative for the reasons discussed below~~resources.

28 General and Administrative Expenses

~~Research~~General and administrative expenses consist primarily of salaries, wages and ~~Development~~benefits, ~~Expenses~~consulting fees, legal fees, accounting fees and general administrative expenses.

~~Research and development expenses primarily consist of engineering and product development, incurred in the design, development, testing and enhancement of our products.~~ For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company expended $26460,~~184~~233 ~~for various research and development projects for hardware, database, software and sensor development~~ as compared to $~~272~~803,~~308~~103 for the ~~three~~nine months ended ~~June~~ September 30, 2018. The decrease of $~~246~~342,~~124~~870, or 90 43%, resulted primarily from ~~the~~a ~~Company~~decrease ~~decreasing~~in ~~its~~stock ~~research~~- ~~and~~based ~~development~~compensation ~~efforts~~ due to ~~limited~~the ~~cashflow~~re-capture ~~and~~of ~~resources~~the expense related to the terminated warrants.

~~Sales~~Other ~~and~~income ~~Marketing Expenses~~(expense)

~~Sales and~~Other ~~marketing~~income ~~expenses~~increased ~~consist~~by $4,733,514, resulted primarily offrom ~~consulting~~an ~~fees~~increase ~~for~~from ~~third-party~~gain ~~services~~on ~~and~~fair ~~general~~value ~~marketing~~of ~~expenses.~~warrant ~~For~~liabilities ~~the~~offset ~~six months~~by ~~ended~~an ~~June~~increase ~~30,~~in ~~2019,~~change ~~the~~in ~~Company~~derivative ~~expended~~expense and ~~$64,413~~an asincrease ~~compared~~in tochange ~~$111,125~~in ~~for~~in ~~the~~fair ~~three~~value ~~months~~of ~~ended~~warrant ~~June~~liability ~~30, 2018. The decrease~~ of $463,~~712~~240, ~~or 42%, resulted primarily from the Company decreasing marketing efforts due to limited cashflow and resources~~703.

~~General~~ Liquidity and ~~Administrative~~Capital ~~Expenses~~Resources

~~General~~Since ~~and~~its ~~administrative~~inception, ~~expenses~~capital ~~consist~~raised by the Company has been used primarily for the Company’s research and development efforts and to support its operations. As of ~~salaries~~September 30, ~~wages~~2019, ~~and~~the ~~benefits~~Company had remaining cash of $175,677 ~~consulting~~with ~~fees~~a net working capital deficit of $8,847,490. ~~legal~~As ~~fees~~a result of the Company’s significant operating expenditures and the lack of significant product sales revenue, ~~accounting~~we ~~fees~~expect to incur losses from operations for the near future and ~~general~~will ~~administrative~~be ~~expenses~~required to seek additional capital to sustain our operations.

~~For the six months ended June~~ 30, 2019, the Company expended $532,890 as compared to $557,929 for the three months ended June 30, 2018. The decrease of $25,039, or 4%, resulted primarily from an decrease in stock - based compensation.

~~Other~~It is ~~income~~anticipated ~~(expense)~~that we will continue to report negative operating cash flow in future periods, likely until one or more of our products generate sufficient revenue to cover our operating expenses. If any of the warrants are exercised, all net proceeds of the warrant exercise will be used for working capital to fund negative operating cash flow.

~~Other~~Our ~~income~~cash ~~increased~~balance byof $1175,~~985~~677 will not be sufficient to fund our operations for at least the next 12 months. Additionally,~~004~~ if we are unable to generate sufficient revenues to pay our expenses, ~~resulted~~we ~~primarily~~will ~~from~~need anto ~~increase~~raise inadditional ~~change~~funds into ~~fair~~continue ~~value~~our ofoperations. We ~~derivative~~have ~~liability,~~historically financed our operations through private equity and adebt ~~decrease~~financings. We do not have any commitments for financing inat ~~interest~~this ~~expense~~time, and financing may not be available to us on favorable terms, if at all. ~~This~~If ~~was~~we ~~offset~~are byunable anto ~~increase~~obtain indebt ~~change~~or equity financing in ~~derivative~~amounts ~~expense~~sufficient ~~and~~to anfund ~~increase~~our inoperations, ~~change~~if innecessary, inwe ~~fair~~will ~~value~~be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of ~~warrant~~most ~~liability~~or all their investment. Additional funding that we do obtain may be dilutive to the interests of ~~$3,419,105~~existing stockholders.

~~Liquidity~~To the extent, we raise additional capital by issuing equity securities or obtaining borrowings convertible into equity, ownership dilution to existing stockholders will result and ~~Capital~~future ~~Resources~~investors may be granted rights superior to those of existing stockholders. The incurrence of indebtedness or debt financing would result in increased fixed obligations and could also result in covenants that would restrict our operations. Our ability to obtain additional capital may depend on prevailing economic conditions and financial, business and other factors beyond our control. The Company cannot provide any assurances that it will be able to raise the additional capital needed to fund its operations, or if the Company is able to raise such additional capital, that any such financing will be on terms which are beneficial to the existing shareholders.

~~Since~~Working its inception, capital raised by the Company has been used primarily for the Company’s research and development efforts and to support its operations. As of June 30, 2019, the Company had remaining cash of $103,537 with a net working capital deficit of $8,712,932. As a result of the Company’s significant operating expenditures and the lack of significant product sales revenue, we expect to incur losses from operations for the near future and will be required to seek additional capital to sustain our operations.Capital

It is anticipated that we will continue to report negative operating cash flow in future periods, likely until one or more of our products generate sufficient revenue to cover our operating expenses. If any of the warrants are exercised, all net proceeds of the warrant exercise will be used for working capital to fund negative operating cash flow.

	September 30, 2019			December 31, 2018
Current assets	$	334,123		$	216,729
Current liabilities		9,181,612			12,643,275
Working Capital Deficit	$	(8,847,489	)	$	(12,426,546	)

~~Our~~Current ~~cash~~assets ~~balance of $103,537 will not be sufficient to fund our operations~~ for atSeptember ~~least the next 12 months. Additionally~~30, if2019 weincreased ~~are unable~~compared to ~~generate~~December ~~sufficient revenues to pay our expenses~~31, we2018 ~~will~~primarily ~~need~~due to ~~raise~~an ~~additional~~increase ~~funds~~in tocash ~~continue our operations. We have historically financed our operations through private equity~~ and ~~debt financings~~inventory. We do not have any commitments for financing at this time, and financing may not be available to us on favorable terms, if at all. If we are unable to obtain debt or equity financing in amounts sufficient to fund our operations, if necessary, we will be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of most or all their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

ToCurrent ~~the~~liabilities ~~extent,~~for weSeptember ~~raise~~30, ~~additional~~2019 ~~capital~~decreased bycompared ~~issuing~~to ~~equity~~December ~~securities or obtaining borrowings convertible into equity~~31, ~~ownership dilution~~2018 toprimarily ~~existing~~due ~~stockholders will result and future investors may be granted rights superior~~ to ~~those~~a ofdecrease ~~existing stockholders. The incurrence of indebtedness or debt financing would result~~ in ~~increased~~Warrant ~~fixed~~liability, ~~obligations~~offset by ~~and~~an ~~could~~increase ~~also result~~ in ~~covenants that~~Accrued ~~would restrict our operations. Our ability to obtain additional capital may depend on prevailing economic conditions and financial~~Liabilities, ~~business~~Customer ~~and other factors beyond our control. The Company cannot provide any assurances that it will be able to raise the additional capital needed to fund its operations~~Deposits, orConvertible ifNotes ~~the Company is able to raise such additional capital~~Payable, ~~that~~and ~~any~~Derivative ~~such financing will be on terms which are beneficial to the existing shareholders~~Liability.

29 Cash Flows

Working Capital

	Nine months ended September 30,
	2019			2018
Net Cash(Used in) Operating Activities	$	(396,021	)	$	(248,429	)
Net Cash(Used in) Investing activities		-			-
Net Cash Provided by Financing Activities		469,000			160,000
Net Change	$	72,979		$	(88,429	)

	June 30, 2019			December 31, 2018
Current assets	$	312,224		$	216,729
Current liabilities		9,025,157			12,643,275
Working Capital Deficit	$	(8,712,932	)	$	(12,426,546	)

Net Cash (Used in) Operating Activities

~~Current~~Our ~~assets~~primary ~~for~~uses ~~June~~of ~~30,~~cash ~~2019~~from ~~increased~~operating ~~compared~~activities include payments to ~~December~~consultants ~~31,~~for ~~2018~~research ~~primarily~~and ~~due~~development, tocompensation anand related ~~increase~~costs, inlegal ~~cash~~and professional fees and ~~inventory~~other general corporate expenditures.

~~Current liabilities for June 30, 2019 decreased compared to December~~ 31~~, 2018 primarily due to a decrease in Warrant liability, offset by an increase in Accrued Liabilities, Customer Deposits, Convertible Notes Payable, and Derivative Liability.~~

Cash ~~Flows~~used in operating activities consist of net loss adjusted for certain non-cash items, primarily equity-based compensation expense, common stock issued in exchange for services, and the change in fair value of derivative liabilities due primarily to the mark to market of the Company’s derivatives embedded in the convertible notes, and a gain of settlement of liabilities during the nine months ended September 30, 2019, as well as the effect of changes in working capital and other activities.

	Six Months Ended June 30,
	2019			2018
Net Cash(Used in) Operating Activities	$	(354,161	)	$	(38,285	)
Net Cash(Used in) Investing activities		-			(173,854	)
Net Cash Provided by Financing Activities		355,000			135,000
Net Change	$	839		$	(77,139	)

Net Cash (Used in) Investing activities

~~Net~~For ~~Cash(Used~~the ~~in)~~nine ~~Operating~~months ~~Activities~~ended September 30, 2019 and 2018, investing activities used cash of $0 and $0.

~~Our~~Net ~~primary~~Cash ~~uses~~Provided ofby ~~cash~~Financing ~~from operating activities include payments to consultants for research and development, compensation and related costs, legal and professional fees and other general corporate expenditures.~~Activities

~~Cash used~~For inthe ~~operating~~nine ~~activities~~months ~~consist~~ended ofSeptember ~~net loss adjusted for certain non-cash items~~30, ~~primarily equity-based compensation expense,~~ ~~common~~2019 ~~stock issued in exchange for services,~~ and ~~the change in fair value of derivative liabilities due primarily to the mark to market of the Company’s derivatives embedded in the convertible notes~~2018, ~~and~~financing aactivities ~~gain~~provided ofcash ~~settlement~~ of ~~liabilities during the six months ended June 30~~$469,000 ~~2019, as well as the effect of changes in working capital~~ and ~~other activities~~$160,000.

~~Net~~Going ~~Cash(Used in) Investing activities~~Concern

~~For~~At ~~the~~September ~~six~~30, ~~months~~2019, ~~ended~~we ~~June~~had ~~30,~~an ~~2019~~accumulated ~~and~~deficit ~~2018~~of $38,296,115. ~~investing~~We ~~activities~~expect ~~used~~to ~~cash~~incur further losses in the development of $0our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or $0to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

~~Net~~Off-Balance ~~Cash~~Sheet ~~Provided by Financing Activities~~Arrangements

~~For~~We do ~~the~~not ~~six~~have ~~months~~any ~~ended~~off-balance ~~June~~sheet ~~30,~~arrangements ~~2019 and~~as ~~2018,~~defined ~~financing~~in ~~activities~~Item ~~provided~~303(a)(4) ~~cash~~ of ~~$355,000~~Regulation ~~and $261,071~~S-K.

~~Going~~ITEM ~~Concern~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

~~At June 30, 2019, we had an accumulated~~The ~~deficit~~Company of $37,726,017. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is ~~dependent~~not ~~upon~~required ~~our ability~~ to ~~generate future~~provide ~~profitable operations and/or to obtain~~ the ~~necessary~~information ~~financing~~required tounder ~~meet~~this ~~our~~Item ~~obligations and repay our liabilities arising from normal business operations when they come due~~3.

~~Off-Balance~~ITEM ~~Sheet~~4. ~~Arrangements~~CONTROLS AND PROCEDURES

WeEvaluation doof ~~not~~Disclosure ~~have~~Controls ~~any~~and ~~off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.~~Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are not effective as of September 30 , 2019, due to the fact that management has not fully remediated the material weakness described in our Current Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2019.

~~ITEM~~Changes 3.in ~~QUANTITATIVE~~Internal ~~AND~~Control ~~QUALITATIVE~~over ~~DISCLOSURES~~Financial ~~ABOUT MARKET RISKS.~~Reporting

~~The~~There ~~Company~~were isno ~~not~~changes ~~required~~in toour ~~provide~~internal control over financial reporting that occurred during the ~~information~~three ~~required~~months ~~under~~ended ~~this~~September ~~Item~~30, 32019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 4. CONTROLS AND PROCEDURES~~32

~~Evaluation~~PART ofII. ~~Disclosure~~OTHER ~~Controls and Procedures~~INFORMATION

~~Our~~Item management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms1. ~~Based~~LEGAL upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are not effective as of June 30, 2019, due to the fact that management has not fully remediated the material weakness described in our Current Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2019.PROCEEDINGS

~~Changes~~There have not been any material developments in ~~Internal~~any ~~Control~~of ~~over~~the ~~Financial~~previously ~~Reporting~~disclosed legal proceedings during the three months ended September 30, 2019.

~~There~~Item 1A. ~~were~~RISK no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.FACTORS

31We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 25, 2019.

~~PART II~~Item 2. UNREGISTERED ~~OTHER~~SALES ~~INFORMATION~~OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Item~~Other 1.than ~~LEGAL~~as ~~PROCEEDINGS~~reported in our Current Reports on Form 8-K, or prior periodic reports, we have not sold any of our equity securities during the period covered by this Quarterly Report, except as set forth below:

InThe ~~the~~securities ~~ordinary~~described ~~course~~above ofwere ~~business,~~issued wepursuant ~~are subject~~ to ~~claims~~Section and litigation, including claims that we infringe third party patents, trademarks and other intellectual property rights. Although we believe it is unlikely that any current claims or actions will have 4(a)(2) ~~material~~of ~~adverse impact on our operating results or our financial position, given~~ the ~~uncertainty~~Securities ofAct ~~litigation, we cannot be certain~~ of ~~this. Moreover~~1933, ~~the~~as ~~defense of claims or actions against us, even if not meritorious, could result in the expenditure of significant financial and managerial resources~~amended.

~~Our~~The ~~involvement~~Company inhas ~~any~~not ~~patent~~repurchased ~~dispute,~~shares other intellectual property dispute or action to protect trade secrets and know-how could result in a material adverse effect on our business. Adverse determinations in current litigation or any other litigation in which we may become involved and regulatory non-compliance, including with respect to export regulations, could subject us to significant liabilities to third parties or government agencies, require us to grant licenses to or seek licenses from third parties and prevent us from manufacturing and selling our products. Any of ~~these~~its ~~situations~~common ~~could have a material adverse effect on our business~~stock.

~~All~~Item 3. ~~Quality~~DEFAULTS &UPON ~~Services,~~SENIOR ~~Inc. Matter~~SECURITIES

OnThere ~~October~~has ~~18,~~been ~~2018,~~no ~~ALL~~default ~~QUALITY & SERVICES, INC., a California corporation (“AQS”), filed a complaint (the “AQS Complaint”)~~ in the ~~Superior~~payment ~~Court~~ of ~~California~~principal, ~~County~~interest, ofsinking ~~Alameda~~or ~~against the Company alleging breach of contract relating to certain~~ purchase ~~orders~~fund ~~and purchases related thereto. On February 14~~installment, ~~2019,~~or ~~the~~any ~~Company~~other ~~settled~~material ~~the matter~~ default, with ~~AQS~~respect ~~by paying $25,000 cash~~ to ~~AQS~~any ~~and~~indebtedness ~~agreeing to pay a minimum~~ of ~~$15,000~~the ~~each month until 2,000 units have been purchased from AQS which shall not be later than March 1, 2021~~Company.

~~Lawsuit~~Item 4. ~~Against~~MINE ~~Jerome Dewald and~~SAFETY ~~Skip Sanzeri~~DISCLOSURES

~~As previously disclosed, in July 2017, the Company and its CEO (collectively, the “Plaintiffs”) filed a lawsuit against Jerome Dewald and Skip Sanzeri~~None. On or about July 9, 2018, the Company settled with Mr. Dewald and has dismissed the matter with prejudice as to Mr. Dewald. On or about July 25, 2018, the Company settled with Mr. Sanzeri, which settlement calls for settlement payments of $1,000 per month over the course of five months, after which the Company will dismiss the matter as to Mr. Sanzeri and fully dispose of the lawsuit. As of April 23, 2019, all five $1,000 payments have been made to the Company and the matter has not yet been dismissed.

~~Lawsuit Against Bright Light Marketing, Inc~~Item 5. OTHER INFORMATION

~~On March 10, 2017, the Company and Bright Light Marketing, Inc~~None. (“BLM”) entered into a Settlement Agreement (the “BLM Settlement”). Pursuant to the BLM Settlement, BLM was to pay the Company a total of $217,500 over the twelve (12) months following March 13, 2017. BLM’s first payment of $100,000 was due within thirty (30) business days of the signing of the BLM Settlement. BLM was then to pay the Company $10,000 per month on the first day of the next eleven (11) months and the final payment of $7,500 was due on March 1, 2018.

As of January 22, 2018, BLM had not made any payments to the Company pursuant to the BLM Settlement. On that date, the Company filed a complaint in Superior Court of California against BLM to enforce the BLM Settlement amount of $217,500 and to collect interest at the default rate of $47.67 per day. In addition, the Company is seeking court costs and attorney’s fees. BLM answered the complaint on March 12, 2018. The initial case management conference was in May 2018. Defendant did not make an appearance and the court set a continued case management conference for July 24, 2018, where the court struck the answer for BLM. The court set trial for May 13, 2019 at 8:30 a.m. and required MyDx’s counsel to reach out to defendant for settlement purposes. A Judgment in favor of Company in the amount of $258,600 against Bright Light Marketing, Inc. was entered on May 21, 2019.33

Item 1A6. ~~RISK FACTORS~~ EXHIBITS

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 25, 2019.

4.1		12% Convertible Redeemable Note issued to Odyssey Capital Funding, LLC dated September 18, 2019. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

4.2		8% Convertible Redeemable Note issued to GS Capital Partners, LLC dated September 18, 2019. Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

4.3		8% Convertible Redeemable Note issued to Eagle Equities, LLC dated September 18, 2019. Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

4.4		8% Convertible Redeemable Note issued to LG Capital Funding, LLC dated September 18, 2019. Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

10.1		Securities Purchase Agreement, dated as of September 18, 2019, by and between Odyssey Capital Funding, LLC and MyDx, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

10.2		Securities Purchase Agreement, dated as of September 18, 2019, by and between GS Capital Partners, LLC and MyDx, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

10.3		Securities Purchase Agreement, dated as of September 18, 2019, by and between Eagle Equities, LLC and MyDx, Inc. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

10.4		Securities Purchase Agreement, dated as of September 18, 2019, by and between LG Capital Funding, LLC and MyDx, Inc. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2019.

31.1*	Certification of Daniel Yazbeck, Interim CEO and CFO, pursuant to Rule 13a-15(e) or Rule 15d-15(e)

32.1*	Certification of Daniel Yazbeck, Interim CEO and CFO, pursuant to 18 U.S.C. Section 1350

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

~~Other than as reported in our Current Reports~~* onFiled ~~Form 8-K, or prior periodic reports, we have not sold any of our equity securities during the period covered by this Quarterly Report, except as set forth below:~~herewith.

~~On April 25, 2019, the Company issued 10,000,000 shares of common stock for the conversion of $15,000 of a convertible note.~~34

~~On April 26, 2019, the Company issued 10,000,000 shares of common stock for the conversion of $15,000 of a convertible note.~~SIGNATURES

OnPursuant to ~~April~~the ~~29,~~requirements ~~2019,~~of the ~~Company~~Securities ~~issued~~Exchange ~~10,000,000 shares~~Act of ~~common~~1934, ~~stock~~the ~~for~~Registrant ~~the~~has ~~conversion~~duly ofcaused ~~$15,000~~this ofreport ato ~~convertible~~be ~~note~~signed on its behalf by the undersigned thereunto duly authorized.

On April 29, 2019, the Company issued 11,398,855 shares of common stock for the conversion of $16,726 of a convertible note.

	MYDX, INC.

Dated: November 19, 2019	By:	/s/ Daniel Yazbeck
		Interim Chief Executive Officer and Interim Chief Financial Officer

		(signed both as an Officer duly authorized to sign on behalf of the Registrant and Principal Financial Officer of the Registrant)

~~On April 30, 2019, the Company issued 8,035,900 shares of common stock for the conversion of $10,447 of a convertible note.~~35

On May 3, 2019, the Company issued 11,538,462 shares of common stock for the conversion of $15,000 of a convertible note.

On May 6, 2019, the Company issued 18,181,818 shares of common stock for the conversion of $20,000 of a convertible note.

On May 7, 2019, the Company issued 10,059,827 shares of common stock for the conversion of $10,462 of a convertible note.

On May 8, 2019, the Company issued 14,545,455 shares of common stock for the conversion of $16,000 of a convertible note.

On May 9, 2019, the Company issued 17,818,182 shares of common stock for the conversion of $19,600 of a convertible note.

On May 10, 2019, the Company issued 12,389,219 shares of common stock for the conversion of $10,469 of a convertible note.

On June 11, 2019, the Company issued 22,455,787 shares of common stock for the conversion of $14,821 of a convertible note.

On June 12, 2019, the Company issued 13,515,667 shares of common stock for the conversion of $10,542 of a convertible note.

On June 24, 2019, the Company issued 18,088,883 shares of common stock for the conversion of $10,853 of a convertible note.

On June 27, 2019, the Company issued 26,597,266 shares of common stock for the conversion of $15,958 of a convertible note.

On July 2, 2019, the Company issued 20,148,148 shares of common stock for the conversion of $10,880 of a convertible note.

On July 9, 2019, the Company issued 25,960,310 shares of common stock for the conversion of $10,903 of a convertible note.

On July 10, 2019, the Company issued 46,741,166 shares of common stock for the conversion of $19,631 of a convertible note.

On July 18, 2019, the Company issued 36,444,433 shares of common stock for the conversion of $10,933 of a convertible note.

On July 24, 2019, the Company issued 45,638,875 shares of common stock for the conversion of $10,953 of a convertible note.

On July 26, 2019, the Company issued 51,014,833 shares of common stock for the conversion of $12,244 of a convertible note.

On July 31, 2019, the Company issued 45,736,125 shares of common stock for the conversion of $10,977 of a convertible note.

On August 7, 2019, the Company issued 45,833,333 shares of common stock for the conversion of $11,000 of a convertible note.

On August 12, 2019, the Company issued 61,203,722 shares of common stock for the conversion of $11,017 of a convertible note.

The securities described above were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company has not repurchased shares of its common stock.

Item 3. DEFAULTS UPON SENIOR SECURITIES

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

31.1*	Certification of Daniel Yazbeck, Interim CEO and CFO, pursuant to Rule 13a-15(e) or Rule 15d-15(e)
32.1*	Certification of Daniel Yazbeck, Interim CEO and CFO, pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

* 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.

	MYDX, INC.
Dated: October 3, 2019	By:	/s/Daniel Yazbeck
		Interim Chief Executive Officer and
		Interim Chief Financial Officer
		(signed both as an Officer duly authorized to sign on behalf of the Registrant and Principal Financial Officer of the Registrant)

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