UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

Commission file number 000-54219

TRUTANKLESS, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-2137574

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

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

(480) 275-7572

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of Common Stock, $0.001 par value, outstanding on ~~November~~October 148, ~~2024~~2025, was ~~114~~132,~~558~~108,178 shares.

TRUTANKLESS, INC.

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

Index to Report on Form 10-Q

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2119
Item 3. Quantitative and Qualitative Disclosure About Market Risk		2724
Item 4. Controls and Procedures		2724
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.		2825
Item 1A. Risk Factors		2825
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		2825
Item 3. Defaults Upon Senior Securities.		3026
Item 4. Mine Safety Disclosures		3026
Item 5. Other Information.		3026
Item 6. Exhibits.		3127
SIGNATURES		3228

Table of Contents

TRUTANKLESS, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
	(Unaudited)
ASSETS
Current assets
Cash	$	3411,~~719~~404		$	211,~~453~~004,190
Accounts receivable		83107,~~046~~665			-43,523
Prepaid expenses		2708,~~047,001~~750			51,~~000~~232,930
Inventory		84612,~~036~~414			-350,866
Vendor deposits		~~274~~613,~~342~~598			-375,652
Total current assets		2,~~523~~053,~~144~~831			263,~~453~~007,161
Other assets
Right-to-use asset		148,133			203,477
Property, plant and equipment, net		378,882			188,072
Right-to-use asset		951,245			171,016
Trademarks		11,914			11,914
Other assets		1363,~~947~~312			1318,947
Total other assets		~~173~~1,~~994~~405,353			~~229~~389,~~338~~949
Total assets	$	23,~~697~~459,~~138~~184		$	~~255~~3,~~791~~397,110
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,~~061~~565,~~495~~696		$	~~956~~1,~~240~~232,483
Accounts payable and accrued liabilities - related parties		-			-
Advances payable - related parties		7,500			7,500
Advances payable - related parties		7,500			31,000
Lease liability		172,478			72,799
Lease liability		73,891			64,199
Accrued interest payable		417,586			373,998
Accrued interest payable		368,812			483,238
Accrued interest payable - related parties		727,258			637,365
Accrued interest payable - related parties		484,163			368,952
Royalty liabilities payable		614,345			547,500
Royalty liabilities payable		527,500			417,500
Notes payable, net of discounts		920,000			995,000
Notes payable, net of discounts		935,000			1,030,000
Notes payable, net of discounts - related parties		3,700,810			4,013,439
Notes payable, net of discounts - related parties		184,450			241,950
Convertible notes payable, net of discounts		308,500			308,500
Convertible notes payable, net of discounts		324,000			999,352
Convertible notes payable, net of discounts - related parties		750,000			750,000
Convertible notes payable, net of discounts - related parties		3,039,523			2,840,623
Total current liabilities		9,184,173			8,938,584
Total current liabilities		7,006,334			7,433,054
Long-term liabilities
Deferred warranty revenue		~~249~~2,490			-249
Lease liability - long-term		77790,~~505~~855			~~144~~98,~~702~~217
Notes payable - net of discounts and current portion		95,000			-
Notes payable, net of discounts and current portion		95,000			95,000
Notes payable - net of discounts and current portion - related parties		177,500			125,000
Notes payable, net of discounts and current portion - related parties		335,200			160,200
Convertible notes payable, net of discounts and current portion		~~375~~451,~~000~~500			-451,500
Total long-term liabilities		~~725~~1,~~254~~675,045			~~269~~805,~~702~~166
Total liabilities		710,~~731~~859,~~588~~218			79,~~702~~743,~~756~~750
Commitments and contingencies (Note 8)		-			-
Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized
Preferred stock - Series B, $0.001 par value, 10,000 shares authorized, 0 and 10,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		-			10
Preferred stock - Series B, $0.001 par value, 10,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized, 113,008,178 and 38,773,230 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		113,008			38,773
Common stock, $0.001 par value, 150,000,000 shares authorized, 130,773,178 and 128,608,178 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		130,773			128,608
Additional paid in capital		6671,~~427~~167,~~320~~043			5770,~~717~~626,~~685~~721
Subscriptions payable		-			1,462,480
Accumulated deficit		(78,697,850	)		(77,101,969	)
Accumulated deficit		(71,574,778	)		(66,665,913	)
Total stockholders' deficit		(7,400,034	)		(6,346,640	)
Total stockholders' deficit		(5,034,450	)		(7,446,965	)
Total liabilities and stockholders' deficit	$	3,459,184		$	3,397,110
Total liabilities and stockholders' deficit	$	2,697,138		$	255,791

See accompanying notes to the unaudited condensed consolidated financial statements.

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TRUTANKLESS, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
	March 31,2025			March 31,2024
Net sales	$	~~179~~430,~~701~~087		$	~~2,704~~-		$	~~191,285~~		$	~~3,469~~
Cost of sales		~~115~~325,~~480~~798			~~10,225~~-			~~115,480~~			~~10,225~~
Gross profit		64104,~~221~~289			~~(7,521~~-	)		~~75,805~~			~~(6,756~~	)
Operating expenses
General and administrative expenses		~~123~~266,~~578~~666			~~375~~304,~~746~~811			~~965,564~~			~~1,109,872~~
Research and development		~~136~~59,~~124~~971			~~129~~177,~~374~~626			~~555,681~~			~~227,553~~
Professional fees		1,~~860~~145,~~541~~362			8427,~~700~~565			~~1,895,606~~			~~128,199~~
Depreciation and amortization expense		-12,703			-			-			-
Total operating expenses		21,~~120~~484,~~243~~702			~~589~~510,~~820~~002			~~3,416,851~~			~~1,465,624~~
Operating loss		(21,~~056~~380,~~022~~413	)		(~~597~~510,~~341~~002	)		~~(3,341,046~~	)		~~(1,472,380~~	)
Other income (expense)
Other income		-46,256			-			73			-
Gain (loss) on extinguishment of debt		(109,990	)		-			-			-
Gain on extinguishment of debt		-			276,790
Interest expense		(~~100~~261,~~100~~724	)		(~~135~~171,~~149~~940	)		~~(413,892~~	)		~~(486,447~~	)
Financing incentive expense		(1,154,000	)		-			(1,154,000	)		-
Total other income (expense)		(215,468	)		104,850
Total other income (expense)		(1,364,090	)		(135,149	)		(1,567,819	)		(486,447	)
Net income (loss)	$	(1,595,881	)	$	(405,152	)
Net income (loss)	$	(3,420,112	)	$	(732,490	)	$	(4,908,865	)	$	(1,958,827	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)
Net loss per share - basic and diluted	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.09	)
Weighted average number of common shares - basic		129,936,956			42,471,032
Weighted average number of common shares - basic		104,452,652			22,047,952			78,721,478			22,042,993

See accompanying notes to the unaudited condensed consolidated financial statements.

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TRUTANKLESS, INC

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

	Preferred Stock						Common Stock						~~Additional Paid~~AdditionalPaid-in		Subscriptions			Accumulated
	Shares			Amount			Shares			Amount			Capital		Payable			Deficit			Total
Balance, December 31, 2023		10,000		$	10			38,773,230		$	38,773		$	57,717,685	$	1,462,480		$	(66,665,913	)	$	(7,446,965	)
Balance, December 31, 2024		-		$	-			128,608,178		$	128,608		$	70,626,721	$	-		$	(77,101,969	)	$	(6,346,640	)
Stock issued for financing incentives		-			-			1,050,000			1,050			1,458,450		(1,459,500	)		-			-
Stock issued for services		-			-			1,745,000			1,745			485,242		-			-			486,987
Stock issued for conversion of notes payable		-			-			3,000,000			3,000			117,000		-			-			120,000
Stock issued for cash		-			-			420,000			420			55,080		-			-			55,500
Stock issued for cash		-			-			300,000			300			14,700		-			-			15,000
Net loss for the period		-			-			-			-			-		-			(1,595,881	)		(1,595,881	)
Stock issued for services		-			-			750,000			750			223,500		-			-			224,250
Balance, March 31, 2025		-		$	-			130,773,178		$	130,773		$	71,167,043	$	-		$	(78,697,850	)	$	(7,400,034	)
Net loss for the Period		-			-			-			-			-		-			(405,152	)		(405,152	)
Balance, March 31, 2024		10,000			10			43,873,230			43,873			59,531,335		2,980			(67,071,065	)		(7,492,867	)
Stock issued for conversion of notes payable		-			-			47,853,281			47,853			1,641,897		-			-			1,689,750
Stock issued for services		-			-			1,600,000			1,600			627,310		-			-			628,910
Net loss for the period		-			-			-			-			-		-			(1,083,601	)		(1,083,601	)
Balance, June 30, 2024		10,000			10			93,326,511			93,326			61,800,542		2,980			(68,154,666	)		(6,257,808	)
Stock issued for financing incentives		-			-			5,800,000			5,800			1,148,200		-			-			1,154,000
Stock issued for conversion of notes payable		-			-			156,667			157			23,343		-			-			23,500
Stock issued for services		-			-			13,575,000			13,575			3,347,875		(2,980	)		-			3,358,470
Stock issued for cash		-			-			1,150,000			1,150			106,350		-			-			107,500
Cancellation of common stock		-			-			(1,000,000	)		(1,000	)		1,000		-			-			-
Cancellation of preferred stock		(10,000	)		(10	)		-			-			10		-			-			-
Net loss for the period		-			-			-			-			-		-			(3,420,112	)		(3,420,112	)
Balance, September 30, 2024		-		$	-			113,008,178		$	113,008		$	66,427,320	$	-		$	(71,574,778	)	$	(5,034,450	)

	Preferred Stock				Common Stock				~~Additional Paid~~AdditionalPaid-in			Subscriptions			Accumulated
	Shares		Amount		Shares		Amount		Capital			Payable			Deficit			Total
Balance, December 31, 2022		10,000	$	10		20,367,477	$	20,368	$	54,261,311		$	4,793,611		$	(64,627,455	)	$	(5,552,155	)
Balance, December 31, 2023		10,000	$	10		38,773,230	$	38,773	$	57,717,685		$	1,462,480		$	(66,665,913	)	$	(7,446,965	)
Stock issued for services		-		-		90,000		90		(67	)		12			-			35
Stock issued for financing incentives		-		-		1,050,000		1,050		1,458,450			(1,459,500	)		-			-
Stock issued for debt restructuring		-		-		115,973		116		(89	)		(27	)		-			-
Stock issued for conversion of notes payable		-		-		3,000,000		3,000		117,000			-			-			120,000
Net loss for the period		-		-		-		-		-			-			(722,081	)		(722,081	)
Stock issued for cash		-		-		300,000		300		14,700			-			-			15,000
Balance, March 31, 2023		10,000		10		20,573,450		20,574		54,261,155			4,793,596			(65,349,536	)		(6,274,201	)
Stock issued for services		-		-		750,000		750		223,500			-			-			224,250
Stock issued for services		-		-		2,200,000		2,200		2,386,850			(2,389,045	)		-			5
Net loss for the Period		-		-		-		-		-			-			(405,152	)		(405,152	)
Stock issued to extend notes		-		-		84,400		84		42,960			-			-			43,044
Balance, March 31, 2024		10,000	$	10		43,873,230	$	43,873	$	59,531,335		$	2,980		$	(67,071,065	)	$	(7,492,867	)
Net loss for the period		-		-		-		-		-			-			(504,256	)		(504,256	)
Balance, June 30, 2023		10,000		10		22,857,850		22,858		56,690,965			2,404,551			(65,853,792	)		(6,735,408	)
Stock issued for services		-		-		3,575,000		3,575		715			-			-			4,290
Stock issued to extend notes		-		-		393,900		394		79			-			-			473
Stock issued for the settlement of notes payable		-		-		11,946,480		11,946		820,069			(116,000	)		-			716,015
Net loss for the period		-		-		-		-		-			-			(732,490	)		(732,490	)
Balance, September 30, 2023		10,000	$	10		38,773,230	$	38,773	$	57,511,828		$	2,288,551		$	(66,586,282	)	$	(6,747,120	)

See accompanying notes to the unaudited condensed consolidated financial statements.

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TRUTANKLESS, INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30, 2024			September 30, 2023
	March 31,2025			March 31,2024
Cash flows from operating activities:
Net income (loss)	$	(41,~~908~~595,~~865~~881	)	$	(1405,~~958,827~~152	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-12,703			~~102~~-
Amortization of debt discounts		~~24,148~~-			5624,~~829~~148
Stock issued for services		2486,~~166,757~~988			450,~~330~~797
Shares issued to extend notes		-			43,517
Gain on extinguishment of debt		-			(276,790	)
Common stock issued for financing incentives		1,154,000			-
Non-cash operating lease expense		12,088			(865	)
Non-cash operating lease expense		(2,161	)		5,370
Changes in operating assets and liabilities:
Accounts receivable		(8364,~~046~~142	)		~~(150~~-	)
Prepaid expenses		2524,~~871~~181			-5,000
Inventory		(84261,~~036~~548	)		~~10,225~~-
Other assets		(274,342	)		-
Vendor deposits		(237,946	)		-
Accounts payable		5,433			557,643
Security deposits		(44,365	)		-
Accounts payable - related parties		-			30,696
Accounts payable		303,525			58,440
Accrued liabilities		~~(10~~17,~~167~~470	)		-43
Interest payable		~~225~~47,~~314~~651			-18,466
Interest payable to related parties		~~115~~89,~~211~~893			6123,~~526~~133
Deferred warranty revenue		~~249~~2,241			-
Net cash used in operating activities		(1707,~~668,634~~142	)		(1402,~~243,739~~780	)
Cash flows from investing activities:
Net cash flows from investing activities		-			-
Purchase of property, plant and equipment		(203,514	)		-
Net cash flows from investing activities		(203,514	)		-
Cash flows from financing activities:
Proceeds from convertible notes payable		325,000			474,000
Proceeds from royalty liabilities payable		-			110,000
Proceeds from convertible notes payable - related parties		855,900			894,801
Proceeds from notes payable		-			135,000
Proceeds from notes payable		570,000			-
Proceeds from notes payable - related parties		175,000			6,000
Proceeds from notes payable - related parties		-			65,000
Repayment of notes payable - related party		(312,630	)		-
Proceeds from royalty payable		110,000			-
Repayment of convertible notes payable		-			(250,000	)
Repayment of convertible notes payable		(274,500	)		(65,000	)
Proceeds from convertible notes payable - related parties		-			366,400
Repayment of convertible notes payable - related parties		(22,000	)		(98,501	)
Proceeds from issuance of common stock		55,500			15,000
Repayment of notes payable		-			(31,400	)
Net cash provided by financing activities		(82,130	)		382,400
Repayment of notes payable - related party		(5,000	)		-
Net change in cash		(992,786	)		(20,380	)
Proceeds from issuance of common stock		122,500			-
Cash and cash equivalents - beginning of period		1,004,190			21,453
Net cash provided by financing activities		1,681,900			1,238,900
Cash and cash equivalents - end of period	$	11,404		$	1,073
Net change in cash		13,266			(4,839	)
Cash and cash equivalents - beginning of period		21,453			84,034
Cash and cash equivalents - end of period	$	34,719		$	79,195
Supplemental disclosures of cash flow information:
Cash paid for interest	$	49128,~~218~~243		$	~~32,189~~-
Cash paid for income taxes	$	-		$	-
Supplemental non-cash information
Conversion of notes payable into common stock	$	~~1,833,250~~-		$	~~716~~120,~~015~~000
Common stock issued per consulting agreements	$	4486,~~214,610~~988		$	-224,250

See accompanying notes to the unaudited condensed consolidated financial statements.

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TRUTANKLESS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, ~~2023~~2024, as filed with the SEC.

The consolidated balance sheet as of December 31, ~~2023~~2024, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, ~~2024~~2025.

Principles of consolidation

The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On August 20, 2020 the Company formed a wholly owned subsidiary, Notation Labs, Inc. On October 20, 2021 the Company formed a wholly owned subsidiary, Tankless 365, Inc. All significant inter-company transactions and balances have been eliminated.

Spinoff - On January 24, 2022, the Company completed the previously announced spin-off of its subsidiary Notation Labs Inc into a stand-alone company. The historical results of Notation Labs Inc that were contributed to Trutankless Inc in the spinoff have been reflected as discontinued operations in our condensed consolidated financial statements through the date of the spinoff and in the prior year periods as the spinoff represents a strategic shift in our business that has a major effect on operations and financial results. As of December 31, 2022, the assets and liabilities associated with these Notation Labs Inc. are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. The disclosures presented in our notes to the consolidated financial statements are presented on a continuing operations basis.

On July 15, 2023, the Company announced its intention to spin-off its wholly-owned subsidiary, Tankless365, Inc. On a date determined by the Board of Directors of the Company, each Shareholder having common stock as of the Distribution Date will be entitled to receive shares of the common stock of Tankless365, Inc. pro rata based on a 4:1 ratio. Subsequent to this announcement, the Company’s management decided that the subsidiary, Tankless 365, Inc. will not be spun-off but will remain as a subsidiary of the Company.

Table of Contents

Use of estimates

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

Cash and cash equivalents

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

Stock-based compensation

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

Income Taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of ~~September~~March 3031, ~~2024~~2025.

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

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company had no accrued interest or penalties related to uncertain tax positions.

Earnings per share

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

Accounts receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivables are presented net of an allowance for doubtful accounts of $~~186,750 and~~0 ~~$186,750~~ at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023, respectively~~2024.

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Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $410,~~951~~ 502 and $~~8,491~~ 916 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Research and development costs

The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. These research and development expenses are not related to the patent that the Company has, but are focused on future product developments. Research and development costs were $~~555~~59,~~681~~ 971 and $~~227~~177,~~553~~ 626 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Revenue recognition

Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

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

Fair value of financial instruments

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

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

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

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

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

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The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2024 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

NOTE 2 - GOING CONCERN

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

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of ~~September~~March 3031, ~~2024~~2025, the Company had $3411,~~719~~ 404 cash on hand. On ~~September~~March 3031, ~~2024~~2025, the Company has an accumulated deficit of $7178,~~574~~697,~~778~~850. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company had a net loss of $41,~~908~~595,~~865~~881, and cash used in operations of $1707,~~668,634~~142. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

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

NOTE 3 - ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following at:

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
Accounts receivable		~~269~~107,~~796~~665			~~186~~43,~~750~~523
Allowance for doubtful accounts		~~(186,750~~-	)		~~(186,750~~-	)
Total	$	83107,~~046~~665		$	-43,523

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NOTE 4 – INVENTORY

Inventories consist of the following at:

	September 30, 2024		December 31, 2023
	March 31,2025		December 31,2024
Parts	$	84,036	$	-
Finished Goods	$	61,770	$	-
Total Inventory	$	84,036	$	-
Parts		550,644		350,866
Total Inventory	$	612,414	$	350,866

NOTE 5 – ROYALTY LIABILITIES

Starting November 2023, the Company issued 1618 royalty agreements to investors for a total of $~~527~~622,500. These agreements require the Company to pay up to $50 per unit sold in royalties to these investors based on their investment amounts. The royalty obligation ~~shall~~commenced ~~commence~~on ~~upon~~March 1, 2025 after the 500th unit ~~that~~was is produced and sold and continue ~~for~~until March 31, 2031 (6 (six) calendar years from the anniversary date of the receipt of the first royalty payment). As of ~~September 30~~March 31, ~~2024~~2025, the Company produced and sold ~~161~~631 units relating to these royalty agreements. For March 2925, ~~thus~~the ~~there~~Company isaccrued no$8,155 for royalty ~~obligation~~payment ~~accumulated~~obligations. As of March 31, 2025 and December 31, 2024, the royalty note liability was $614,345 and $547,500, respectively.

NOTE 6 - RELATED PARTY

Accounts payable and accrued liabilities – related party

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company received $0 and $~~15,000~~0 in advances and made payments $0 and $0 from a related party, respectively. ~~On September 3, 2024, the Company issued 156,667 shares of common stock for the conversion of $23,500 in advances.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had advances from a related party of $7,500 and $317,~~000~~500, respectively.

Notes payable - related party consist of the following at:

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
Note payable, secured, 5% interest, due on demand	$	1928,450		$	~~19450~~28,450
Note payable, secured, 12% interest, due April 26, 2026		55,000			60,000
Note payable, secured, 12% interest, due April 30, 2026		122,500			122,500
Note payable, secured, 18% interest, due July 25, 2024		40,000			40,000
Note payable, 8% interest, due December 31, 2024		2,047,750			2,319,989
Notes payable, secured, 18% interest, due August 31, 2025		125,000			125,000
Total notes payable - related party	$	361,950		$	366,950
Note payabe, secured, 18% interest, due December 31, 2025		1,459,610			1,500,000
Less current portion		(184,450	)		(241,950	)
Note payable, secured, 12% interest, due April 26, 2026		60,000			60,000
Total notes payable - related party - long term	$	177,500		$	125,000
Note payable, secured, 12% interest, due April 30, 2026		100,200			100,200
Note payable, secured, 15% interest, due April 1, 2026		175,000			-
Total notes payable - related party	$	4,036,010		$	4,173,639
Less current portion		(3,700,810	)		(4,013,439	)
Total notes payable - related party - long term	$	335,200		$	160,200

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company received $0 under a note payable from a director of the Company. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had one note payable due to a director of the Company in the amount of $1928,450. The note has an interest rate of 5% and is due on demand.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had one note payable due to an officer of the Company in the amount of $5560,000 and $60,000, respectively. The note has an interest rate of 12% and is due April 26, 2026.

On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the former CEO that is due upon demand but no later than April 30, 2026. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023 and 2022~~2024, the Company has received advances under the note of $0 and $~~20,500~~0 and made repayment of 0 and $022,300, respectively. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the note had a balance of $~~122~~100,~~500~~200.

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to June 8, 2022 for $1,250. On September 1, 2023, the noteholder sold the ownership of the note to an entity under common ownership of a related party who concurrently amended the terms of the note with the Company to accrue interest at 18% interest and to extend the maturity date of the note to August 31, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $125,000.

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On ~~July~~January 2311, ~~2023~~2021, the Company entered into a $40125,000, 1230% note payable ~~with~~due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2021, the noteholder extended the due date to June 8, 2022 for $1,250. On September 1, 2023, the noteholder sold the ownership of the note to an entity under common ~~control~~ownership of a related party onwho ~~July~~concurrently 22amended the terms of the note with the Company to accrue interest and to extend the maturity date of the note to August 31, ~~2024~~2025. This assignment makes this a related party note. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance onof ~~this~~the note was $40125,000 and $125,000, respectively.

~~Interest~~On ~~expense~~September ~~associated~~1, 2022, the Company entered into a $2,500,000 8% convertible grid note with Notation Labs, Inc, a company commonly controlled by a director of the ~~related~~Company. ~~party~~The ~~notes~~note ~~for~~is due on December 31, 2024. During the ~~nine~~year ending December 31, 2024, the Company received $868,300 in net advances from the note and made payments of $721,284 on the note. During the three months ~~ended~~ending ~~September~~March 3031, ~~2024~~2025, the Company received $14,390 in net advances from the note and ~~2023~~made payments of $286,630 on the note. As of March 31, 2025 and December 31, 2024, the balance of the note was $422,~~475~~047,750 and $192,~~764~~319,989, respectively.

On July 23, 2023, the Company entered into a $40,000, 12% note payable with an entity under common control of a related party and matures on July 25, 2024. As of March 31, 2025 and December 31, 2024, the balance of the note was $40,000 and $40,000, respectively.

On December 16, 2024, the Company entered into a $1,500,000, 18% note payable with an entity under common control of a related party and matures on December 16, 2025. During the three months ended March 31, 2025, the Company made payments of $40,390 towards the note balance. As of March 31, 2025 and December 31, 2024, the balance of the note was $1,459,610 and $1,500,000, respectively.

On March 31, 2025, the Company entered into a $175,000, 12% note payable with a director of the Company which matures on April 1, 2026. As of March 31, 2025 and December 31, 2024, the balance of the note was $175,000 and $0, respectively.

Interest expense associated with the related party notes for the three months ended March 31, 2025 and 2024 was $112,838 and $52,405 respectively.

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

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
Convertible note payable, 8% interest, due December 2024	$	2,289,523		$	2,205,623
Convertible note payable, 12% interest, due March 2025	$	250,000		$	250,000
Convertible note payable, 12% interest, due December 2023		-			400,000
Convertible note payable, 15% interest, due July 2025		500,000			500,000
Convertible note payable, 12% interest, due December 2024		-			150,000
Total convertible notes payable - related party	$	750,000		$	750,000
Convertible note payable, 12% interest, due December 2024		-			85,000
Less current portion		(750,000	)		(750,000	)
Convertible note payable, 12% interest, due March 2025		250,000			-
Convertible note payable, 15% interest, due July 2025		500,000			-
Total convertible notes payable - related party	$	3,039,523		$	2,840,623
Less current portion		(3,039,523	)		(2,840,623	)
Total convertible notes payable - related party - long-term	$	-		$	-

On ~~September~~March 126, ~~2022~~2024, the Company ~~entered~~issued ~~into~~ a $2250,~~500,~~000 812% convertible ~~grid~~promissory note ~~with~~to ~~Notation Labs, Inc,~~ a ~~company~~trust ~~commonly~~ controlled by a ~~director~~shareholder of the Company. The note is due on ~~December~~March 3125, ~~2024~~2025 and is convertible atinto ashares ~~rate~~ of ~~$0.80 per share. During~~ the ~~year ending December 31, 2023, the~~ Company’s ~~received~~common ~~$1,190,853~~stock inat ~~advances~~a ~~from~~rate ~~the note and made payments~~ of $~~479,160 on the note~~0.05 ~~During~~per ~~the nine months ending September 30, 2024, the Company received $527,500 in advances from the note and made payments of $443,600 on the note~~share. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $2250,~~289,523~~000 and $2250,~~205~~000,~~623,~~ respectively.

On July 2625, ~~2022~~2024, the Company issued a $~~400~~500,000 1215% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on ~~December~~July 1525, ~~2023~~2025 and is convertible into shares of the Company’s common stock at a rate of $0.0815 per share. ~~On April 4, 2024, the Company issued 24,063,562 shares of common stock for the conversion of $400,000 principal and $81,271 accrued interest at $0.45 per share.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $0500,000 and $~~400~~500,000, respectively.

OnInterest ~~June~~expense ~~15,~~on ~~2023,~~all ~~the Company issued a $150,000 12% convertible promissory note to a company commonly controlled by a shareholder~~ of the ~~Company.~~above ~~The note is due on December 31, 2024 and is~~ convertible ~~into~~notes ~~shares~~for of the ~~Company’s~~three ~~common~~months ~~stock~~ended atMarch ~~a rate of $0.02 per share. On April 4~~31, ~~2024,~~2025 ~~the Company issued 8,224,932 shares of common stock for the conversion of $150,000 principal~~ and ~~$15,090 accrued interest at $0.45 per share. As of September 30,~~ 2024 ~~and December 31, 2023, the balance of the note~~ was $025,980 and $~~150~~60,~~000~~706, respectively.

On July 25, 2023, the Company issued a $85,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. On April 4, 2024, the Company issued 4,604,904 shares of common stock for the conversion of $85,000 principal and $7,098 accrued interest at $0.45 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $0 and $85,000, respectively.

On March 25, 2024, the Company issued a $250,000 12% convertible promissory note to a trust controlled by a shareholder of the Company. The note is due on March 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.05 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $250,000 and $0, respectively.

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On July 25, 2024, the Company issued a $500,000 15% convertible promissory note to a trust controlled by a shareholder of the Company. The note is due on July 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $500,000 and $0, respectively.

Interest expense on all of the above convertible notes for the nine months ended September 30, 2024 and 2023 was $180,174 and $182,195, respectively.

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following at:

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
Note payable, secured, 12% interest, due June 2024	$	-		$	300,000
Note payable, secured, 12% interest, due April 2026	$	95,000		$	95,000
Note payable, secured, 12% interest, due April 2026		95,000			95,000
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, 12% interest, due starting August 2024		~~325~~210,000			~~500~~285,000
Notes payable, 18% interest, due starting August 2024		350,000			~~125~~350,000
Note payable, 18% interest, due January 2025		100,000			-100,000
Note payable, 18% interest, due January 2025		50,000			-50,000
Note payable, 24% interest, due February 2025		100,000			-100,000
Total notes payable	$	1,030,000		$	1,030,000
Note payable, 24% interest, due May 2025		100,000			100,000
Less current portion		(935,000	)		(1,030,000	)
Total notes payable	$	1,015,000		$	1,090,000
Total Notes Payable - long term	$	95,000		$	-
Less current portion		(920,000	)		(995,000	)
Total Notes Payable - long term	$	95,000		$	95,000

On ~~January~~April 126, ~~2020~~2021, the Company entered into ana ~~agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one~~ $~~300~~95,000, 12% note payable due September 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250 which was recorded as financing expense. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on ~~the~~April ~~date of commitment~~26, ~~the loan was further extended to September 1, 2024~~2022. ~~The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance.~~ As ~~such the Company recorded a loss on extinguishment~~ of March ~~debt of $61~~31,~~250~~ ~~associated~~2025 with the excess reacquisition cost of the new debt over the carrying value of the original debt. On January 19, 2024, the Company issued 3,000,000 shares of common stock in settlement of the principal amount of $300,000 and ~~accrued interest of $10,948. As of September 30, 2024 and~~ December 31, ~~2023~~2024, the balance of the note was $095,000 and $~~300~~95,000, respectively.

On ~~April~~August 2618, 2021, the Company entered into a $9510,000, 12% note payable due on August 18, 2022. On April 2610, ~~2026~~2022 the note was amended to have a due date of December 7, 2023. As of ~~September~~ 30March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $9510,000 and $10,000, respectively.

On August 183, ~~2021,~~2023 the Company’s ~~entered~~wholly ~~into~~owned asubsidiary ~~$10,000,~~initiated an offering of 12% ~~note~~Notes ~~payable~~with ~~due~~maturity dates starting on August 183, ~~2022~~2024. OnAs ~~April~~of 10December 31, ~~2022~~2023, the ~~note~~Company ~~was~~has ~~amended~~raised to$625,000 ~~have~~under athe ~~due~~offering. ~~date~~During ofthe year ended December 731, ~~2023.~~2024, the Company converted $290,000 of the notes and accrued interest of $24,353 into 4,657,143 shares of common stock. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $10335,000 and $335,000, respectively.

On ~~August~~January 325, ~~2023~~2024 the Company’s wholly owned subsidiary ~~initiated~~issued ana ~~offering of 12% Notes with maturity dates of 12 months starting on August 3, 2024. As of September 30, 2024 and December 31, 2023, the Company has raised~~ $~~575~~125,000 ~~and~~18% ~~$500,000,~~promissory ~~respectively,~~note ~~under~~with ~~the~~a ~~offering.~~maturity Ondate ~~April 3, 2024, the Company issued 3,857,143 shares~~ of ~~common~~January ~~stock to one noteholder for the conversion of $250~~25,~~000~~ ~~principal and $20,055 accrued interest at $0~~2025.45 ~~per share.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the notes was $~~325~~125,000 and $~~500~~125,000, respectively.

On ~~October~~April 194, ~~2023~~2024 the Company’s wholly owned subsidiary ~~initiated~~issued ana ~~offering~~$100,000 of 18% ~~Notes~~promissory note with a maturity ~~dates~~date of 12April ~~months starting on August 3~~4, ~~2024~~2025. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023, the Company has raised $350,000 and $125,000, respectively, under the offering. As of September 30,~~ 2024 ~~and December 31~~, ~~2023,~~ the balance of the notes was $~~350~~100,000 and $~~125,~~100.000, respectively.

On April 10, 2024 the Company’s wholly owned subsidiary issued a $75,000 12% promissory note with a maturity date of January 10, 2025. On January 1, 2025, this note was converted to the Royalty Program. As of March 31, 2025 and December 31, 2024, the balance of the notes was $0 and $75,000, respectively.

On July 24, 2024 the Company issued a $50,000 18% promissory note with a maturity date of January 24, 2025. As of March 31, 2025 and December 31, 2024, the balance of the notes was $50,000 and $50,000, respectively.

On July 26, 2024 the Company issued a $100,000 18% promissory note with a maturity date of January 25, 2025. As of March 31, 2025 and December 31, 2024, the balance of the notes was $100,000 and $100,000, respectively.

On August 5, 2024 the Company issued a $100,000 24% promissory note with a maturity date of February 5, 2025. As of March 31, 2025 and December 31, 2024, the balance of the notes was $100,000 and $100,000, respectively.

On November 5, 2024 the Company issued a $100,000 24% promissory note with a maturity date of May 5, 2025. As of March 31, 2025 and December 31, 2024, the balance of the notes was $100,000 and $100,000, respectively.

Interest expense including amortization of the associated debt discount for the three months ended March 31, 2025 and 2024 was $44,088 and $29,634, respectively.

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On July 24, 2024, the Company entered into a $50,000, 18% note payable due on January 24, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $50,000 and $0, respectively.

On July 25, 2024, the Company entered into a $100,000, 18% note payable due on January 25, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

On August 5, 2024, the Company entered into a $100,000, 24% note payable due on February 5, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

Interest expense including amortization of the associated debt discount for the nine months ended September 30, 2024 and 2023 was $97,011 and $88,282, respectively.

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

	September 30, 2024			December 31, 2023
	March 31,2025			December 31,2024
Convertible note payable, secured, 12% interest, due August 31, 2019, in default	$	40,000		$	5040,000
Convertible note payable, secured, 10% interest, due February 2024		45,000			45,000
Convertible note payable, secured, 12% interest, due Feb 15, 2026		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		108,500			108,500
Convertible note payable, secured, 10% interest, due May 1, 2024		-			350,000
Convertible note payable, 12% interest, due May 25		25,000			25,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		10,500			25,000
Convertible notes payable, 8% interest, due March 2025		30,000			30,000
Convertible notes payable, 8% interest, due December 2023		-			295,000
Convertible notes payable, 0% interest, due March 2026		76,500			76,500
Convertible note payable, 12% interest, due May 25		25,000			-
Convertible notes payable, 12% interest, due April 2026		150,000			150,000
Convertible notes payable, 8% interest, due March 2025		20,000			-
Convertible notes payable, 12% interest, due May 2026		100,000			100,000
Convertible notes payable, 12% interest, due April 2026		150,000			-
Convertible note payable, 12% interest, due June 2026		50,000			50,000
Convertible notes payable, 12% interest, due May 2026		100,000			-
Convertible note payable, 0% interest, due December 2025		60,000			60,000
Convertible note payable, 12% interest, due July 2026		50,000			-
Total convertible notes payable		760,000			760,000
Total convertible notes payable		699,000			1,023,500
Less current portion		(308,500	)		(308,500	)
Less unamortized discounts		-			(24,148	)
Total convertible notes payable, net of discounts - long-term	$	451,500		$	451,500
Total convertible notes payable, net of discounts		699,000			999,352
Less current portion		(324,000	)		(999,352	)
Total convertible notes payable, net of discounts - long-term	$	375,000		$	-

On September 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, the Company made a payment of $10,000 towards the principal balance. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $40,000 and $5040,000, respectively.

On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023 and on February 8, 2023 the note was extended to February 8, 2024. As of March 31, 2025 and December 31, 2024, the balance of the note was $45,000 and $45,000, respectively.

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. On February 22, 2022 the due date of the note was further extended to February 15, 2024. On September 3, 2024, the due date of the note was extended until February 15, 2026. As of March 31, 2025 and December 31, 2024, the balance of the note was $75,000 and $75,000, respectively.

On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070 As of March 31, 2025 and December 31, 2024, the balance of the note was $108,500 and $108,500, respectively.

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On ~~May~~July 218, ~~2017~~2022, the Company ~~issued~~entered into a $50150,000 ~~of principal amount of 10~~8% ~~secured~~ convertible ~~promissory~~grid ~~notes and 10,000 warrants to purchase common stock~~note. The note ~~was~~is due on ~~May~~July 218, ~~2020~~2023 and is ~~secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is~~ convertible at ~~any time at the option of the holder into common stock at~~ a ~~conversion~~rate ~~price~~ of $40.80 per share (post-split). ~~The~~During ~~notes~~the ~~were~~year ~~issued~~ending ~~with~~December ~~warrants~~31, ~~to purchase up to 1~~2023,~~250~~ ~~shares (post-split) of~~ the Company’s ~~common~~received ~~stock~~$4,000 atin anadvances ~~exercise~~from ~~price~~the ~~of $8~~note.00 ~~per~~During ~~share.~~the ~~One~~year ended December 31, ~~2021~~2023, the ~~note~~Company ~~was~~converted ~~amended~~the tobalance ~~cease accruing interest as~~ of ~~May~~the ~~1,2022~~note and ~~the~~accrued ~~due~~interest ~~date~~into of2,254,986 ~~the~~shares ~~note~~of ~~was~~common ~~amended~~stock tovalued ~~April~~at 1$45,100. ~~2023~~During ~~and~~the onyear ~~February~~ended 8December 31, ~~2023~~2024, the ~~note~~Company ~~was~~received ~~extended~~$30,000 tounder ~~February~~this 8,grid ~~2024~~note. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $4530,000. and $30,000, respectively.

On ~~February~~April 1523, ~~2018,~~2024 the Company issued a $75100,000 12% ~~secured~~ convertible promissory note. ~~The~~with ~~note~~a ~~was~~maturity ~~due~~date onof ~~February~~April 2423, ~~2020~~2026 and is ~~secured~~convertible byat ~~the~~a ~~Company’s~~rate ~~accounts receivable and inventory. On April 22, 2020, the due date~~ of ~~the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock valued at~~ $~~8,995~~0.10 Onper ~~February 22, 2022 the due date of the note was further extended to February 15, 2024~~share. ~~On September 3, 2024 the due date of the note was extended to February 15, 2026.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $75150,000 and $150,000, respectively.

On ~~February~~May 814, ~~2019,~~2024 the Company issued a $5025,000 1012% convertible ~~note.~~promissory ~~The~~ note ~~was~~with ~~due on February 8, 2020. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as~~ a ~~debt~~maturity ~~discount.~~date Onof ~~February~~May 1914, ~~2019,~~2025 ~~the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019~~ and is convertible at a rate of $40.15 per share. ~~On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020.~~ As ~~an incentive to enter into the agreement, the noteholder was also granted 625 shares valued at $2,500, which was recognized as a debt discount. These notes were merged into one note at the time~~ of ~~extension~~March ~~with a principal amount of $75~~31,~~000~~ ~~and~~2025 ~~is currently in default. As of September 30, 2024~~ and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $7525,000. and $25,000, respectively.

On ~~November~~May 1929, ~~2019,~~2024 the Company ~~entered~~issued ~~in to~~ a $~~281~~100,000 ~~convertible~~12% ~~note payable, including an original issue discount of $28,100~~ convertible promissory note ~~pursuant~~with ~~to which $150,000 was borrowed, including~~ a ~~$18,500~~maturity discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of ~~the~~May ~~first tranche of funding until July 19~~29, ~~2020~~2026 and is ~~currently past due. The note is~~ convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a ~~floor~~rate of $0.~~01.~~15 Asper ~~an incentive to enter into the agreement, the noteholder was also granted 53,375 shares valued at $175,070~~share. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $~~108~~100,~~500.~~000 and $100,000, respectively.

On ~~May~~June 53, ~~2020,~~2024 the Company issued a $~~350~~50,000 1012% convertible promissory note. ~~The~~with ~~note~~a ismaturity ~~due~~date onof ~~May~~June 13, ~~2021~~2026 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. On May 3, 2024, the Company issued 7,002,740 shares of common stock for the conversion of $350,000 principal and $140,288 accrued interest at $0.2215 per share. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $050,000 and $~~350~~50,000, respectively.

On ~~March~~September 3, ~~2021~~2024, the Company ~~issued~~negotiated a ~~$25,000~~consolidated 412% secured convertible promissory note with a lender. The note isconsolidated ~~due~~a on$75,000 note from February 18, 2018 and a $25,000 note from March 3, ~~2022~~2021 and isforgave ~~convertible~~$20,353 atin accrued interest. The Company recognized a ~~rate~~gain on the settlement of $020,353.80 ~~per~~The ~~share.~~new Onagreement ~~September~~also ~~23,~~required ~~2024,~~monthly ~~the~~payments ~~Company~~toward ~~negotiated~~the anote ~~settlement~~balance ~~with~~and the ~~noteholder.~~new ~~The~~maturity ~~Company~~date ~~made~~is anApril ~~immediate~~23, ~~payment~~2026. ofDuring ~~$10,000~~the ~~and~~year ~~then~~ended ~~make~~December 1931, ~~monthly~~2024, the Company made payments of $423,500. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the note was $1076,500 and $2576,~~000~~500, respectively.

On ~~February~~December 221, ~~2022~~2024 the Company ~~entered~~issued ~~into~~ a $~~385~~60,000, 120% ~~note payable due on February 22, 2023. The note is~~ convertible ~~upon~~promissory default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note ~~and~~with ~~shares resulted in~~ a ~~total~~maturity ~~debt~~date ~~discount~~ of ~~$158,147, with $123,147 attributable to the shares. On February 8, 2023, the note was extended to~~ December 311, ~~2023.~~2025 ~~During~~and ~~the~~is ~~year~~convertible ~~ended~~at ~~December 31, 2023, the Company made principal payments totaling $60,000. On March 26, 2024, the Company entered~~ a ~~settlement~~rate ~~agreement with the noteholder, in which the noteholder agreed to accept payment~~ of $~~250,000~~0.15 asper ~~settlement in full for all principal and accrued interest~~share. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of the ~~note~~notes was $060,000 and $~~295~~60,000., respectively.

15Interest ~~Table~~expense including financing cost and amortization of ~~Contents~~the associated debt discount on all of the above convertible notes for the three months ended March 31, 2025 and 2024 was $18,751 and $28,752, respectively.

On July 18, 2022, the Company entered into a $150,000 8% convertible grid note. The note is due on July 18, 2023 and is convertible at a rate of $0.80 per share. During the year ending December 31, 2023, the Company received $4,000 in advances from the note. During the year ended December 31, 2023, the Company converted the balance of the note and accrued interest into 2,254,986 shares of common stock valued at $45,100. During the nine months ended September 30, 2024, the Company received $20,000 in advance from the note. As of September 30, 2024 and December 31, 2023, the balance of the note was $20,000 and $0, respectively.

On April 23, 2024, the Company entered into a convertible note agreement for $150,000 for a 24-month period and interest rate of 12% and is convertible at $0.10 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $150,000 and $0, respectively.

On May 14, 2024, the Company entered into a convertible note agreement for $25,000 for a 12-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $25,000 and $0, respectively.

On May 29, 2024, the Company entered into a convertible note agreement for $100,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

On July 3, 2024, the Company entered into a convertible note agreement for $50,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $50,000 and $0, respectively.

Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the nine months ended September 30, 2024 and 2023 was $68,865 and $120,059, respectively.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease Agreements

~~The~~In accordance with ASC 842, the Company determines whether or not a contract contains a lease based on whether or not it provides the Company with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. The Company elected the transition relief package of practical expedients, and as a result, we did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less.

~~The~~15 ~~discount~~Table ~~rate utilized for classification and measurement purposes as~~ of ~~the inception date of the lease is based on the Company’s collateralized incremental interest rate to borrow of 12%, as the rate implicit in the lease is not determinable.~~Contents

~~The~~During 2018, the Company ~~has~~executed ~~entered~~a ~~into~~lease agreement. The lease ~~agreements~~term asis a39 ~~lessee~~months ~~for~~at ~~the~~a ~~use~~rate of ~~office~~$1,680 ~~space~~per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. ~~These~~The ~~lease~~Company ~~agreements~~was ~~are~~required ~~classified~~to aspay ~~operating~~a ~~leases~~$1,781 ~~and~~security ~~the~~deposit. ~~liability~~During ~~and~~the ~~right-of-use~~year ~~asset~~ending ~~are~~December ~~recognized~~31, on2022 the ~~balance~~Company ~~sheet~~agreed atto renew the lease ~~commencement~~through December 31, 2025. ~~Leases~~During ~~with~~the anyear ~~initial~~ended ~~term~~December of2024, 12the ~~months~~Company orstopped ~~less~~using ~~are~~this ~~not~~space ~~recorded~~and onwas looking for a party to sublease the ~~balance~~space. ~~sheet~~In ~~and~~December ~~are~~2024, ~~recognized~~the asCompany ~~lease~~was ~~expense~~notified onby the Landlord that a ~~straight-line~~new ~~basis~~tenant ~~over~~had been located and a new lease was signed. The Company was released from the remaining lease ~~term~~as of January 31, 2025.

~~During~~In ~~2018~~January 2023, the Company executed a lease agreement. The lease term is 39 40 months at a rate of $15,~~680~~ 624 per month ~~with 3% increases beginning January 1, 2021~~ and rent commencing on September ~~January~~ 1, ~~2019~~2023. The Company was required to pay a $112,~~781~~ 166 security deposit. ~~The Company agreed to renew the lease through December 31, 2025.~~

16On ~~Table~~September 1, 2024, the Company executed a lease agreement. The lease term is 37 months at an initial rate of ~~Contents~~$2,305 per month with a 5% increase each year with rent commencing on October 1, 2024. The Company was required to pay a $5,000 security deposit.

On ~~August~~February 241, ~~2023~~2025, the Company executed a lease agreement. The lease term is 39 60 months at aan ~~starting~~initial rate of $518,~~624~~962 per month with a 4% ~~increases~~increase ~~beginning~~each ~~December~~year 1,with ~~2024 and~~ rent commencing on February ~~September~~ 1, ~~2023~~2025. AsThe ~~a result of the adoption of ASC 842, the~~ Company ~~recognized~~was anrequired ~~operating~~to ~~lease~~pay ~~liability~~a ~~and right-of-use asset of~~ $~~171~~44,~~276 and~~365 ~~$171,798 associated~~security ~~with the lease~~deposit.

InThe ~~early~~current ~~2022,~~discount ~~the~~rate ~~Company~~utilized ~~spun-off~~for aclassification ~~wholly~~and ~~owned~~measurement ~~subsidiary,~~purposes ~~Notation~~as ~~Labs,~~of ~~Inc. (“Notation Labs”). Notation Labs and~~ the ~~Company~~inception ~~have~~date ~~continued to share office and warehouse spaces. The agreement is that Notation Labs pays portions~~ of the ~~leases~~lease is based on ~~agreements between~~ the ~~two~~Company’s ~~companies~~collateralized ~~for~~incremental ~~usage~~interest ~~and~~rate ~~other~~to ~~factors.~~borrow ~~The~~of ~~Company~~18%, ~~does~~as ~~not~~the ~~recognize~~rate ~~rent~~implicit ~~expense~~in onthe ~~amounts~~lease ~~paid by Notation Labs nor~~ is itnot ~~required to repay Notation Labs~~determinable.

Undiscounted Cash Flows

As of ~~September~~March 3031, ~~2024~~2025, the right of use asset and lease liability were shown on the consolidated balance sheet at $~~148~~951,~~133~~245 and $~~151~~963,~~396~~333, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of ~~September~~March 3031, ~~2024~~2025:

Amounts due as of September 30, 2024	Operating Leases
Amounts due as of March 31, 2025	Operating Leases
2024	$	21,883
2025	$	238,654
2025		87,532
2026		338,385
2026		64,891
2027		268,137
Total minimum lease payments		174,306
2028		255,130
Less: effect of discounting		(22,910	)
2029		265,336
Present value of future minimum lease payments		151,396
2030		22,182
Less: current obligations under leases		(73,891	)
Total minimum lease payments		1,387,824
Long-term lease obligations	$	77,505
Less: effect of discounting		(424,491	)
Present value of future minimum lease payments		963,333
Less: current obligations under leases		(172,478	)
Long-term lease obligations	$	790,855

Legal Matters

On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of September 30, 2024, $20,000 remained due.

Table of Contents

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first insurance claim payment was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second insurance claim payment followed the contractor’s failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. On June 8, 2023, the Court of Duval County, FL entered a default judgement for $38,768. As of September 30, 2024, the Company has not paid any of this balance.

17 Table of Contents

NOTE 9 - STOCK WARRANTS

The following is a summary of stock warrants activity during the period ended ~~September~~March 3031, ~~2024~~2025:

	Number of Shares			Weighted Average Exercise Price
	Number ofShares			WeightedAverageExercisePrice
Balance, December 31, 2023		1,317,387		$	0.20
Balance, December 31, 2024		245,637		$	0.50
Warrants granted and assumed		-			-
Warrants expired		(1245,~~071,750~~637	)		10.0050
Warrants canceled		-			-
Warrants exercised		-			-
Balance outstanding and exercisable, September 30, 2024		245,637		$	0.50
Balance outstanding and exercisable, March 31, 2025		-		$	-

NOTE 10 - STOCKHOLDERS’ EQUITY

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

The Series B Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the Company’s common stock. For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to a controlling 51% of the total vote on all shareholder matters of the Company. Upon or after the third anniversary of the initial issuance date, the Company shall have the right, at the Company’s option, to redeem all or a portion of the shares of Series B Preferred Stock, at a price per share equal to par value.

On January 181, ~~2024~~2025, the Company issued 1200,~~050,~~000 shares ~~pursuant~~for toservices ~~amendments~~pursuant to a ~~related~~consulting ~~party promissory note which were made on October 20, 2021~~agreement.

On January 19, ~~2024~~2025, the Company issued 3150,000~~,000~~ shares ~~for~~per a ~~notice~~subscription ofagreement ~~conversion~~at of$0.10 aper ~~promissory~~share ~~note~~for $15,000 in cash.

On ~~February~~January 1528, ~~2024~~2025, the Company issued ~~200~~100,000 shares for ~~cash~~services atpursuant ~~$0.05~~to ~~per~~three ~~share~~consulting ~~for a total of $10,000~~agreements.

On17 ~~February~~Table ~~19,~~of ~~2024, the Company issued 750,000 shares for services pursuant to two consulting agreements.~~ Contents

On ~~February~~January 1930, ~~2024~~2025, the Company issued 100,000 shares ~~for~~per ~~cash~~a subscription agreement at $0.0515 per share for ~~a total of~~ $515,000 in cash.

On ~~April~~February 21, ~~2024~~2025, the Company issued 1200,000~~,000~~ shares for services pursuant to a consulting agreement.

On ~~April~~February 34, ~~2024~~2025, the Company issued 3100,~~857,143~~000 shares ~~pursuant~~per to a ~~promissory~~subscription ~~note~~agreement ~~amendment~~at ~~and~~$0.15 ~~conversion~~per ~~dated~~share ~~April~~for 3$15,000 ~~2023~~in cash.

On ~~April~~February 4, ~~2024~~2025, the Company issued 36120,~~893,398~~000 shares tofor ~~convert~~services ~~certain~~pursuant ~~related~~to ~~party~~two ~~convertible~~consulting ~~notes dated July 26, 2022, June 15, 2023 and July 25, 2023~~agreements.

On ~~April~~February 1410, ~~2024~~2025, the Company issued ~~100~~1,000,000 shares for services pursuant to a consulting agreement.

18On ~~Table~~February of17, ~~Contents~~2025, the Company issued 25,000 shares for services pursuant to a consulting agreement.

On ~~April~~February 2219, ~~2024~~2025, the Company ~~entered~~issued ~~into a consulting agreement with an individual for a six-month period. As compensation~~70, ~~the Company will issue 300,~~000 shares ofper ~~common~~a ~~stock~~subscription toagreement ~~the~~at ~~consultant~~$0.15 ~~immediately~~per ~~upon~~share ~~signing~~for ~~the~~$10,500 ~~agreement.~~in cash.

On ~~May~~March 35, ~~2024~~2025, the Company issued 7100,~~002,740~~000 shares ~~of common stock~~ for ~~the~~services ~~conversion~~pursuant ofto ~~$350,000 in principal and $140,192 in accrued interest on~~ a ~~convertible~~consulting ~~note~~agreement.

On May 7, 2024, the Company issued 100,000 shares of common stock valued at $47,835, which was recorded in the prior year in Stock payable as an incentive to enter into a certain note payable.

On July 7, 2024, the Company issued 25,000 shares for services pursuant to two consulting agreements.

On July 10, 2024, the Company issued 200,000 shares for services pursuant to two consulting agreements.

On July 14, 2024, the Company issued 100,000 shares for services pursuant to a consulting agreement.

On July 24, 2024, the Company issued 300,000 shares of common stock valued at $21,000 as an incentive to enter into a certain note payable.

On July 25, 2024, the Company issued 2,500,000 shares of common stock valued at $175,000 as an incentive to enter into a certain note payable.

On July 25, 2024, the Company issued 2,500,000 shares for services pursuant to a consulting agreement.

On July 26, 2024, the Company issued 600,000 shares for services pursuant to six consulting agreements.

On July 26, 2024, the Company issued 600,000 shares of common stock valued at $420,000 as an incentive to enter into a certain note payable.

On August 5, 2024, the Company issued 200,000 shares of common stock valued at $80,000 as an incentive to enter into a certain note payable.

On August 5, 2024, the Company issued 2,500,000 shares for services pursuant to an amendment to a consulting agreement.

On August 5, 2024, the Company issued 2,500,000 shares for services pursuant to a consulting agreement.

On August 6, 2024, the Company issued 600,000 shares of common stock, which was recorded in the prior year in Stock payable pursuant to a consulting agreement.

On August 8, 2024, the Company issued 150,000 shares for cash at $0.05 per share for a total of $7,500.

On August 9, 2024, the Company issued 2,000,000 shares for services pursuant to a consulting agreement.

On August 19, 2024, the Company cancelled 1,000,000 shares of common stock valued that had previously been issued as an incentive to enter into a certain note payable.

On August 29, 2024, the Company issued 2,200,000 shares of common stock valued at $836,000 as an incentive to enter into a standby letter of credit.

On August 29, 2024, the Company issued 2,550,000 shares for services pursuant to three consulting agreements.

On September 3, 2024, the Company reached a settlement agreement for 156,667 shares of common stock for the conversion of $23,500 of advances payable. These shares have been included as outstanding but have not been issued by the transfer agent.

On September 24, 2024, the Company issued 1,000,000 shares for cash at $0.10 per share for a total of $100,000.

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NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements other than as set forth below.

On ~~October~~April 1, ~~2024~~2025, the Company ~~issued~~received ~~300~~$10,000 ~~shares~~additional ~~per~~funds under a ~~subscription~~note ~~agreement~~payable atfrom $0a director of the Company.10 ~~per~~The ~~share~~note ~~for~~has ~~$30,000~~an ininterest ~~cash.~~rate of 12% and matures on 04/01/26

On ~~October~~April 171, ~~2024~~2025, the Company issued 1185,000~~,000~~ shares ~~per~~of acommon ~~subscription~~stock ~~agreement~~as atfinancing ~~$0.10~~incentives ~~per~~to ~~share~~encourage ~~for~~the ~~$100,000~~lender into ~~cash~~enter a new note agreement.

On ~~October~~April 241, ~~2024~~2025, the Company issued ~~250~~200,000 shares for services pursuant to a consulting agreement.

20On ~~Table~~April of4, ~~Contents~~2025, the Company issued 150,000 shares per a subscription agreement at $0.15 per share for $22,500 in cash.

On May 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On June 3, 2025, the Company made a payment of $150,000 to a lender towards principal and accrued interest of its promissory notes that are outstanding.

On June 7, 2025, the Company issued 100,000 shares for services pursuant to a consulting agreement.

On June 30, 2025, the Company issued 100,000 shares per a subscription agreement at $0.05 per share for $5,000 in cash.

On July 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On July 3, 2025, the Company made a payment of $125,000 to a lender towards principal and accrued interest of its promissory notes that are outstanding.

On August 1, 2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

During the 2025 fiscal year-to-date, the Company has made payments totaling $325,000 to a related party lender towards principal and accrued interest on one of its outstanding promissory notes.

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

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

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

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

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

AVAILABLE INFORMATION

The Company’s stock symbol is TKLS, and is presently traded on the OTCQB maintained by OTC Markets Group, Inc. We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.trutanklessinc.com. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request to us at Trutankless, Inc., 15900 North 88^th Street, Suite 200, Scottsdale, Arizona 85260.

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General

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

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

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

Trutankless® Products

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

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

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

Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue. As of the fiscal year ended December 31, 2016, we generated $429,582 in revenue. As of the fiscal year ended December 31, 2017, we generated $695,857 in revenue. As of the fiscal year ended December 31, 2018, we generated $1,537,958 in revenue. 1, 2019, we generated $1,908,708. As of December 31, 2020, we generated $1,661,278. As of the fiscal year ended December 31, 2021, we generated $246,032 in revenue. As of the fiscal year ended December 31, 2022, we generated $77,009 in revenue. As of ~~the fiscal year ended~~ December 31, 2023, we generated $3,549 in revenue. ~~For~~As of December 31, 2024, we generated $242,350 in revenue. As of the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2025, we generated $11430,~~584~~087 in revenue.

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

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

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

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Industry Recognition and Awards

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

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

Customers and Markets

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

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

Manufacturing and Logistics

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

RESULTS OF OPERATIONS

Results of Operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

Revenues

In the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we generated $~~191~~430,~~285~~087 in revenues, as compared to $~~3,469~~0 in revenues in the prior year. The increase in sales was attributable to sales of ~~parts for~~ our ~~Gen 1 trutankless® residential and light commercial products and the start of sales of our~~ new Gen 3 trutankless® residential products.

Cost of goods sold was $~~115~~325,~~480~~798 in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, as compared to $~~10,225~~0 in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

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

Expenses

Operating expenses totaled $31,~~416~~484,~~851~~702 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 as compared to $1510,~~465,624~~002 in the prior year. In the ~~nine~~three-month ~~months~~period ended ~~September~~March 3031, ~~2024~~2025, our expenses primarily consisted of General and Administrative of $~~965~~266,~~564~~666, Research and ~~development~~Development of $~~555~~59,~~681~~971, ~~and~~ Professional ~~fees~~Fees of $1,~~895~~145,~~606~~362 and Depreciation of $12,703.

~~General~~21 ~~and~~Table administrative expenses decreased by $144,308, or approximately 13.0% to $965,564 for the nine months ended September 30, 2024 from $1,109,872 for the nine months ended September 30, 2023. This decrease was primarily the result of ~~watching overall expenses of the Company.~~ Contents

23General ~~Table~~and administrative expenses decreased by $38,145, or approximately 12.5% to $266,666 for the three months ended March 31, 2025 from $304,811 for the three months ended March 31, 2024. This decrease was primarily the result of ~~Contents~~watching overall expenses of the Company.

Research and development expenses ~~increased~~decreased by $~~328~~117,~~128~~655, or approximately ~~144,~~66.2% to $~~555~~59,~~681~~971 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 from $~~227~~177,~~553~~626 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. This increase is attributed primarily to the ~~increased~~sales ~~efforts~~starting ~~getting~~for the Gen 3 products ~~ready~~and ~~for~~ramp up of production.

Professional fees increased by $1,~~767~~117,~~407~~797, or approximately 14,~~378~~055.61% to $1,~~895,606~~145.362 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 from $~~128~~27,~~199~~565 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. Professional fees increased due to the increase in ~~production~~consulting ~~efforts~~expenses ~~and financing efforts~~ getting ready for production.

Other Income (/Expenses)

Other ~~income (~~expenses) increased by $1320,~~081,372~~318 to ($1215,~~567,819~~468) in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 from (other income of $~~486~~104,~~447)~~850 in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The increase was ~~primarily~~due ~~financing~~to ~~incentive~~increased ~~related~~interest ~~expenses~~expense and decrease in gain on extinguishment of debt from 2024.

Net Loss

In the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we generated a net loss of $41,~~908~~610,~~865~~881, an increase of $21,~~950~~205,~~038~~729 from $1405,~~958,827~~152 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. This increase was attributable to the overall expenditures discussed above.

Results of Operations for the three months ended September 30, 2024 compared with the three months ended September 30, 2023.

Revenues

In the three months ended September 30, 2024, we generated $179,701 in revenues, as compared to $2,704 in revenues in the prior year. The increase in sales was attributable to sales of parts for our Gen 1 trutankless® residential and light commercial products and the start of sales of our new Gen 3 trutankless® residential products.

Cost of goods sold was $115,480 in the three months ended September 30, 2024, as compared to $10,225 in the three months ended September 30, 2023.

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

Expenses

Operating expenses totaled $2,120,243 during the three months ended September 30, 2024 as compared to $589,820 in the prior year. In the three-month period ended September 30, 2024, our expenses primarily consisted of General and Administrative of $123,578, Research and Development of $136,124 and Professional Fees of $1,860,541.

General and administrative expenses decreased by $252,168, or approximately 22.7% to $123,578 for the three months ended September 30, 2024 from $375,746for the three months ended September 30, 2023. This decrease was primarily the result of watching overall expenses of the Company.

Research and development expenses increased by $6,750, or approximately 3.0% to $136,124 for the three months ended September 30, 2024 from $129,374 for the three months ended September 30, 2023. This increase is attributed primarily to the increased efforts getting Gen 3 products ready for production.

Professional fees increased by $1,775,841, or approximately 1,385.2% to $1,860,541 for the three months ended September 30, 2024 from $84,700 for the three months ended September 30, 2023. Professional fees increased due to the increase in production efforts and financing efforts getting ready for production.

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Other Expenses

Other expenses increased by $1,228,941 to ($1,364,090) in the three months ended September 30, 2024 from ($135,149) in the three months ended September 30, 2023. The increase was primarily financing incentive related expenses.

Net Loss

In the three months ended September 30, 2024, we generated a net loss of $3,420,112, an increase of $2,687,622 from $732,490 for the three months ended September 30, 2023. This increase was attributable to the overall expenditures discussed above.

Going Concern

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of ~~September~~March 3031, ~~2024~~2025, the Company had $3411,~~719~~404 cash on hand. On ~~September~~March 3031, ~~2024~~2025, the Company had an accumulated deficit of $7178,~~574~~697,~~778~~850. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company had a net loss of $41,~~908~~595,~~865~~881, and cash used in operations of $1707,~~668,634~~142. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2024~~2025, we had an accumulated deficit of $7178,~~574~~697,~~778~~850. Primarily because of our history of operating losses and our recording of note payables, we have a working capital deficiency of $47,~~483~~130,~~190~~342 at ~~September~~March 3031, ~~2024~~2025. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of ~~September~~March 3031, ~~2024~~2025, we had $3411,~~719~~404 in cash, $83107,~~046~~665 in accounts receivable, and $84612,~~036~~414 in inventory. We used net cash in operating activities of $1707,~~668,634~~142 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

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Cash Flows from Operating, Investing and Financing Activities

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

25The ~~Table~~following table sets forth a summary of ~~Contents~~our cash flows for the three months ended March 31, 2025 and 2024:

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2024 and 2023:

	Three Months Ended
	March 31, 2025			March 31, 2024
Net cash used in operating activities	$	(707,142	)	$	(402,780	)
Net cash used in investing activities		(203,514	)		-
Net cash provided by financing activities		(82,130	)		382,400
Net increase/(decrease) in Cash		(992,786	)		(20,380	)
Cash, beginning		1,004,190			21,453
Cash, ending	$	11,404		$	1,073

	Nine months ended
	September 30, 2024			September 30, 2023
Net cash used in operating activities	$	(1,668,634	)	$	(1,243,739	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		1,681,900			1,238,900
Net increase/(decrease) in cash		13,266			(4,839	)
Cash, beginning		21,453			84,034
Cash, ending	$	34,719		$	79,195

Operating activities - Net cash used in operating activities was $707,142 for the three months ended March 31, 2025, as compared to $402,780 used in operating activities for the same period in 2024. The decrease in net cash used in operating activities was primarily due to an increase in operating expenses gearing up production and sales.

~~Operating~~Investing activities - Net cash used in ~~operating~~investing activities was $~~1668~~203,~~634~~514 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, as compared to $~~1,243,739~~0 used in ~~operating~~investing activities for the same period in ~~2023~~2024. ~~The~~This ~~decrease~~increase in net cash used in ~~operating~~investing activities was primarily due to an increase inequipment ~~operating~~and ~~expenses~~leasehold ~~gearing~~improvements upneeded for production.

Financing activities - Net cash provided byused in financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $182,~~681,900~~130 as compared to $1382,~~238,900~~400 provided by financing activities for the same period of ~~2023~~2024. The ~~increase~~decrease of net cash provided by financing activities was mainly attributable to ~~increased~~decreased equity and debt financing.

Ongoing Funding Requirements

As of ~~September~~March 3031, ~~2024~~2025, we continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditures requirements.

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

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Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgements and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the SEC on ~~June~~August 2628, ~~2024~~2025.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

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

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

Changes in internal control over financial reporting

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

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

Limitations on Effectiveness of Controls and Procedures

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first insurance claim payment was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second insurance claim payment followed the contractor’s failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. On June 8, 2023, the Court of Duval County, FL entered a default judgement for $38,768. As of ~~September~~March 3031, ~~2024~~2025, the Company has not paid any of this balance.

Item 1A. Risk Factors

The risk factors listed in our ~~2023~~2024 Form 10-K, filed with the Securities Exchange Commission on ~~June~~August 2628, ~~2024~~2025, are hereby incorporated by reference.

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

On January 19, ~~2024~~2025, the Company issued 3150,000~~,000~~ shares ~~for~~per a ~~notice~~subscription ofagreement ~~conversion~~at of$0.10 aper ~~promissory~~share ~~note~~for $15,000 in cash.

On ~~February~~January 1528, ~~2024~~2025, the Company issued ~~200~~100,000 shares for ~~cash~~services atpursuant ~~$0.05~~to ~~per~~three ~~share~~consulting ~~for a total of $10,000~~agreements.

On ~~February~~January 1930, ~~2024~~2025, the Company issued ~~750~~100,000 shares ~~for~~per ~~services~~a ~~pursuant~~subscription toagreement ~~two~~at ~~consulting agreements~~$0.15 per share for $15,000 in cash.

On February 191, ~~2024~~2025, the Company issued ~~100~~200,000 shares for ~~cash~~services atpursuant ~~$0.05~~to ~~per share for~~ a ~~total~~consulting ~~of $5,000~~agreement.

On ~~April~~February 24, ~~2024~~2025, the Company issued 1100,000~~,000~~ shares ~~for~~per ~~services pursuant to~~ a ~~consulting~~subscription agreement at $0.15 per share for $15,000 in cash.

On ~~April~~February 34, ~~2024~~2025, the Company issued 3120,~~857,143~~000 shares for services pursuant to atwo ~~promissory~~consulting ~~note amendment and conversion dated April 3, 2023~~agreements.

On25 ~~April~~Table 4,of ~~2024, the Company issued 36,893,398 shares to convert certain related party convertible notes dated July 26, 2022, June 15, 2023 and July 25, 2023.~~Contents

On ~~April~~February 1410, ~~2024~~2025, the Company issued ~~100~~1,000,000 shares for services pursuant to a consulting agreement.

On ~~April~~February 2217, ~~2024~~2025, the Company ~~entered~~issued ~~into a consulting agreement with an individual for a six-month period. As compensation~~25, ~~the Company will issue 300,~~000 shares offor ~~common~~services ~~stock~~pursuant to ~~the~~a ~~consultant~~consulting ~~immediately upon signing the~~ agreement.

On ~~May~~February 319, ~~2024~~2025, the Company issued 770,~~002,740~~000 shares ofper ~~common~~a ~~stock~~subscription ~~for~~agreement ~~the~~at ~~conversion of~~ $~~350,000~~0.15 inper ~~principal~~share ~~and~~for $~~140~~10,~~192~~500 in ~~accrued interest on a convertible note~~cash.

On ~~May~~March 75, ~~2024~~2025, the Company issued 100,000 shares offor ~~common~~services ~~stock~~pursuant ~~valued at $47,835, which was recorded in the prior year in Stock payable as an incentive~~ to ~~enter into~~ a ~~certain~~consulting ~~note payable~~agreement.

On ~~July~~April 71, ~~2024~~2025, the Company issued 25185,000 shares ~~for~~of ~~services~~common ~~pursuant~~stock as financing incentives to ~~two~~encourage ~~consulting~~the ~~agreements~~lender to enter a new note agreement.

On ~~July~~April 101, ~~2024~~2025, the Company issued 200,000 shares for services pursuant to ~~two~~a consulting ~~agreements~~agreement.

On ~~July~~April 144, ~~2024~~2025, the Company issued ~~100~~150,000 shares ~~for~~per ~~services~~a ~~pursuant~~subscription toagreement aat ~~consulting~~$0.15 ~~agreement~~per share for $22,500 in cash.

28On ~~Table~~May of1, ~~Contents~~2025, the Company issued 200,000 shares for services pursuant to a consulting agreement.

On ~~July~~June 247, ~~2024~~2025, the Company issued ~~300~~100,000 shares offor ~~common~~services ~~stock~~pursuant ~~valued at $21,000 as an incentive~~ to ~~enter into~~ a ~~certain~~consulting ~~note payable~~agreement.

On ~~July~~June 2530, ~~2024~~2025, the Company issued 2100,~~500,~~000 shares ofper ~~common~~a ~~stock~~subscription ~~valued~~agreement at $~~175,000~~0.05 asper anshare ~~incentive~~for to$5,000 ~~enter~~in ~~into a certain note payable~~cash.

On July 251, ~~2024~~2025, the Company issued 2200,~~500,~~000 shares for services pursuant to a consulting agreement.

On ~~July~~August 261, ~~2024~~2025, the Company issued ~~600~~200,000 shares for services pursuant to ~~six~~a consulting ~~agreements~~agreement.

On July 26, 2024, the Company issued 600,000 shares of common stock valued at $42,000 as an incentive to enter into a certain note payable.

Filing Compare · Trutankless, Inc.