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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

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

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission file numbers 000-32141

NUTRA PHARMA CORP.

(Name of registrant as specified in its charter)

California

91-2021600

(State or Other

Jurisdiction of Organization)

(IRS Employer

Identification Number)

6400 Park of Commerce Blvd, Suite 1B

Boca Raton, FL

33487

(Address of principal executive offices)

(Zip Code)

(954) 509–0911

(Registrant’s telephone number, including area code)

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company.

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

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~January~~March 211, 2026, there were 7,~~099~~159,727,214 shares of common stock and 12,000,000 shares of Series B preferred stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	F-1
Item 1. Financial Statements	F-1
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	F-1
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	F-1
Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30, 2024 and 2023 (Unaudited)	F-2
Condensed Consolidated Statements of Operations for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended September 30, 2024 and 2023 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine months ended September 30, 2024 and 2023 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2024 and 2023 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk	109
Item 4. Controls and Procedures	109
PART II. OTHER INFORMATION	1110
Item 1. Legal Proceedings	1110
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1211
Item 3. Defaults Upon Senior Securities	1211
Item 4. Mine Safety Disclosure	1211
Item 5. Other Information	1211
Item 6. Exhibits	1211

Nutra Pharma Corp (“Nutra Pharma”) and its wholly owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), are referred to herein as “we”, “our” or “us” (ReceptoPharm is also individually referred to herein).

Forward Looking Statements

This Quarterly Report on Form 10–Q for the period ending ~~September~~March 3031, ~~2024~~2025, contains forward–looking statements that involve ~~risks~~ risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ ~~materially~~ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	~~(Unaudited)~~	(Unaudited)
ASSETS
Current assets:
Cash	$	-13,843		$	-36,447
Accounts receivable		23,~~149~~798			2223,~~433~~755
Inventory, current portion		17,073			19,544
Accounts receivable - related party, net		14,766			5,800
Other receivable		-			5,000
Accounts receivable		14,766			5,800
Convertible notes receivable, net of discount		10,050			6,600
Inventory, current portion		17,571			17,696
Receivable from sale of Stemsation stocks		52,800			35,200
Other receivables		98,906			28,906
Investment in Stemsation stocks		17,600			35,200
Convertible notes receivable, net of discount		1,750			1,750
Receivable from sale of Stemsation stocks		52,800			52,800
Investment in Stemsation stocks		17,600			17,600
Settlement receivables		160,084			160,084
Prepaid expenses and other current assets		29150,999			29,999
Total current assets		~~310~~552,~~755~~117			~~314~~374,~~060~~837
Inventory, less current portion		~~114~~111,~~670~~170			~~125~~114,~~170~~670
Property and equipment, net		1234,~~262~~309			1710,~~842~~402
Operating lease right-of-use assets, net		~~112~~68,~~348~~780			~~174~~90,~~522~~783
Security deposit		8,803			8,803
Total assets	$	~~558~~775,~~838~~179		$	~~640~~599,~~397~~495
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~842~~809,~~695~~046		$	~~762~~802,~~955~~314
Accrued expenses		2,~~076~~160,~~836~~013			12,~~900~~103,~~497~~077
Accrued payroll due to officers		1,~~580~~699,~~790~~081			1,~~373~~641,~~693~~554
Deferred revenue		51,094			-
Due to a related party		13,000			-
Deferred revenue - related party		236,415			233,331
Accrued interest to related parties		185,546			189,961
Deferred revenue		236,415			233,331
Due to officers		1,321,067			1,239,264
Accrued interest to related parties		184,384			168,724
Derivative liabilities		1,672,477			708,115
Due to officers		1,162,182			659,433
Other debt, net of discount, current portion		8,907,865			8,480,544
Derivative liabilities		697,215			661,257
SBA notes payable, current portion		9,833			8,952
Other debt, net of discount, current portion		8,281,924			8,321,801
Operating lease obligations, current portion		70,752			93,411
SBA notes payable, current portion		8,811			6,243
Total current liabilities		16,848,680			15,267,192
Operating lease obligations, current portion		90,911			83,703
SBA notes payable, less current portion		139,336			140,217
Total current liabilities		15,213,257			14,171,637
Total liabilities		16,988,016			15,407,409
SBA notes payable, less current portion		141,089			143,657
Commitments and Contingencies (Note 11)		-
Operating lease obligations, less current portion		24,056			93,411
Total liabilities		15,378,402			14,408,705
Commitments and Contingencies (Note 12)					-
Stockholders’ deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized and 12,000,000 Series B Preferred shares authorized, issued and outstanding		12,000			12,000
Common stock, $0.001 par value, 12,000,000,000 shares authorized; 7,099,727,214 and 7,039,727,214 shares issued and outstanding		7,099,727			7,064,727
Common stock, $0.001 par value, 12,000,000,000 shares authorized; 7,099,727,214 shares issued and outstanding		7,099,727			7,099,727
Common stock to be issued		~~469~~471,678			~~469~~471,678
Additional paid-in capital		53,~~599~~839,~~261~~818			53,~~630~~839,~~761~~818
Accumulated deficit		(7677,~~000~~636,~~230~~060	)		(7476,~~945~~231,~~474~~137	)
Total stockholders’ deficit		(1416,~~819~~212,~~564~~837	)		(1314,~~768~~807,~~308~~914	)
Total liabilities and stockholders’ deficit	$	~~558~~775,~~838~~179		$	~~640~~599,~~397~~495

See the accompanying notes to the unaudited condensed consolidated financial statements

F-1

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Net sales	$	7473,~~994~~974		$	5137,~~612~~732		$	~~164,436~~		$	~~158,532~~
Net sales to a related party		3436,~~476~~420			8834,~~215~~949			~~106,184~~			~~301,206~~
Cost of sales		(2337,~~777~~063	)		(2422,~~845~~484	)		~~(64,885~~	)		~~(157,022~~	)
Reserve for supplier advances for purchases		(155,000	)		-(15,000	)		~~(45,000~~	)		-
Gross profit		7068,~~693~~331			~~114~~35,~~982~~197			~~160,735~~			~~302,716~~
Operating expenses:
Selling, general and administrative		~~255~~418,~~445~~150			~~280~~330,~~749~~506			~~860,289~~			~~944,008~~
Bad debt expense - related party		-			-			-			105,465
Total operating expenses		418,150			330,506
Total operating expenses		255,445			280,749			860,289			1,049,473
Loss from operations		(349,819	)		(295,309	)
Loss from operations		(184,752	)		(165,767	)		(699,554	)		(746,757	)
Other income (expenses)
Other income (expenses)
Other income		50,000			300
Other income		50,000			300			53,450			33,094
Interest expense		(92,210	)		(81,557	)
Interest expense		(77,387	)		(80,046	)		(240,791	)		(304,067	)
Interest expense to related parties		(5,585	)		(5,048	)
Interest expense to related parties		(5,413	)		(4,808	)		(15,660	)		(13,862	)
Change in fair value of convertible notes and derivatives		(1,007,309	)		(66,740	)
Change in fair value of convertible notes and derivatives		(43,131	)		(26,665	)		(166,121	)		(116,850	)
Gain on settlement of debt and accrued expense		-			21,420
Net gain (loss) on settlement of debt and accrued expense		-			(1,500	)		13,920			(1,850	)
Total other expenses, net		(1,055,104	)		(131,625	)
Total other expenses		(75,931	)		(112,719	)		(355,202	)		(403,535	)
Loss before income taxes		(1,404,923	)		(426,934	)
Loss before income taxes		(260,683	)		(278,486	)		(1,054,756	)		(1,150,292	)
Provision for income taxes		-			-
Provision for income taxes		-			-			-			-
Net loss	$	(1,404,923	)	$	(426,934	)
Net loss	$	(260,683	)	$	(278,486	)	$	(1,054,756	)	$	(1,150,292	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding during the period - basic		7,677,102,214			7,643,256,060
Weighted average number of shares outstanding during the period - basic		7,657,102,214			7,613,406,562			7,652,503,674			7,602,596,719
Weighted average number of shares outstanding during the period - diluted		7,677,102,214			7,643,256,060
Weighted average number of shares outstanding during the period - diluted		7,657,102,214			7,613,406,562			7,652,503,674			7,602,596,719

See the accompanying notes to the unaudited condensed consolidated financial statements

F-2

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Preferred Stock												Additional					Total
	Series B				Common Stock				C.S to be issued				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance -June 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000	$	469,678	$	53,599,261	$	(75,739,547	)	$	(14,558,881	)
Balance -December 31, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(76,231,137	)	$	(14,807,914	)
Net loss		-		-		-		-		-		-		-		(~~260~~1,~~683~~404,923	)		(~~260~~1,~~683~~404,923	)
Balance -September 30, 2024		12,000,000		12,000		7,099,727,214		7,099,727		557,375,000		469,678		53,599,261		(76,000,230	)		(14,819,564	)
Balance -March 31, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(77,636,060	)	$	(16,212,837	)

	Preferred Stock												Additional						Total
	Series B				Common Stock				C.S to be issued				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -June 30, 2023		12,000,000	$	12,000		7,039,727,214	$	7,039,727		557,375,000	$	469,678	$	53,653,261		$	(74,423,924	)	$	(13,249,258	)
Balance -December 31, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Common stock issued for conversion of debt		-		-		25,000,000		25,000		-		-		(22,500	)		-			2,500
Balance		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Net loss		-		-		-		-		-		-		-			(278,486	)		(278,486	)
Common stock issued for debt modification and penalty		-		-		-		-		35,000,000		3,500		-			-			3,500
Balance -September 30, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,702,410	)	$	(13,525,244	)
Net loss		-		-		-		-		-		-		-			(426,934	)		(426,934	)
Balance -March 31, 2024		12,000,000	$	12,000		7,064,727,214	$	7,064,727		592,375,000	$	473,178	$	53,630,761		$	(75,372,408	)	$	(14,191,742	)
Balance		12,000,000	$	12,000		7,064,727,214	$	7,064,727		592,375,000	$	473,178	$	53,630,761		$	(75,372,408	)	$	(14,191,742	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-3

NUTRA PHARMA CORP.

Condensed Consolidated Statements of ~~Changes~~Cash ~~in Stockholders’ Deficit~~Flows

For the Nine months ended September 30, 2024 and 2023

(Unaudited)

	Preferred Stock														Additional						Total
	2025			2024
	Series B						Common Stock				C.S to be issued				Paid-in			Accumulated			Stockholders’
	For the Three Months Ended March 31,
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	2025			2024
Balance -December 31, 2023		12,000,000		$	12,000			7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Cash flows from operating activities:
Common stock issued for debt modification and penalty - recognized in Q1, issued in Q2		-			-			35,000,000		35,000		-		-		(31,500	)		-			3,500
Net loss	$	(1,404,923	)	$	(426,934	)
Net loss		-			-			-		-		-		-		-			(1,054,756	)		(1,054,756	)
Adjustments to reconcile net loss to net cash used in operating activities:
Balance -September 30, 2024		12,000,000		$	12,000			7,099,727,214	$	7,099,727		557,375,000	$	469,678	$	53,599,261		$	(76,000,230	)	$	(14,819,564	)
Change in reserve for supplier advances for purchases		5,000			15,000
Net gain on settlement of debt and accrued expense		-			(21,420	)
Depreciation		2,145			1,860
Amortization of convertible notes receivable discount		-			(300	)
Change in fair value of convertible notes and derivatives		1,007,309			66,740
Amortization of loan discount		57,246			37,488
Amortization of operating lease right-of-use assets		22,003			20,313
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(43	)		340
Increase in accounts receivable - related party, net		(8,966	)		-
Decrease in inventory		3,625			4,439
Increase in other receivables		(70,000	)		(3,000	)
Increase in prepaid expenses and other current assets		(126,000	)		(19,000	)
Increase in accounts payable		6,731			63,859
Increase in accrued expenses		56,936			65,514
Increase in accrued payroll due to officers		57,527			43,097
Increase in due to a related party		13,000			-
Decrease in deferred revenue - related party		-			(5,025	)
(Decrease) Increase in accrued interest to related parties		(3,937	)		6,134
Decrease in operating lease obligations		(22,659	)		(20,304	)
Net cash used in operating activities		(405,006	)		(171,199	)
Cash flows from investing activities:
Purchase of property and equipment		(26,052	)		-
Net cash used in investing activities		(26,052	)		-
Cash flows from financing activities:
Loans from officer		151,378			124,529
Repayment of officer loans		(70,053	)		(45,823	)
Proceeds from convertible notes		423,556			112,000
Repayment of convertible notes		(20,500	)		(2,821	)
Advances from other notes payable		-			69,840
Repayments of other notes payable		(75,927	)		(86,526	)
Net cash provided by financing activities		408,454			171,199
Net change in cash		(22,604	)		-
Cash - beginning of period		36,447			-
Cash - end of period	$	13,843		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	11,285		$	11,852
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Common stock issued for debt modification and penalty	$	-		$	3,500
Sale of Stemsation shares for which proceeds were receivable at period end	$	-		$	17,600
Reclassification of convertible notes payable to due to officers	$	-		$	253,000
Reclassification of other receivable to convertible notes receivable	$	-		$	3,000

	Preferred Stock												Additional						Total
	Series B				Common Stock				C.S to be issued				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -December 31, 2022		12,000,000	$	12,000		7,039,727,214	$	7,039,727		557,375,000	$	469,678	$	53,653,261		$	(73,552,118	)	$	(12,377,452	)
Balance		12,000,000	$	12,000		7,039,727,214	$	7,039,727		557,375,000	$	469,678	$	53,653,261		$	(73,552,118	)	$	(12,377,452	)
		`
Common stock issued for conversion of debt		-		-		25,000,000		25,000		-		-		(22,500	)		-			2,500
Net loss		-		-		-		-		-		-		-			(1,150,292	)		(1,150,292	)
Balance -September 30, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,702,410	)	$	(13,525,244	)
Balance		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,702,410	)	$	(13,525,244	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-4

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2024			2023
	For the Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,054,756	)	$	(1,150,292	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in reserve for supplier advances for purchases		45,000			-
Bad debt expense - related party		-			105,465
Net (gain) loss on settlement of debt and accrued expense		(13,920	)		1,850
Depreciation		5,580			16,328
Amortization of convertible notes receivable discount		(3,450	)		(2,731	)
Change in fair value of convertible notes and derivatives		166,121			116,850
Amortization of loan discount		109,964			120,755
Amortization of operating lease right-of-use assets		62,174			57,509
Changes in operating assets and liabilities:
Increase in accounts receivable		(716	)		(305	)
Decrease (increase) in inventory		12,971			(5,221	)
Increase in other receivable		(28,000	)		(43,363	)
Increase in prepaid expenses and other current assets		(45,000	)		(12,348	)
Increase in accounts payable		79,740			25,111
Increase in accrued expenses		200,947			146,285
Increase in accrued payroll due to officers		207,097			120,000
Increase in deferred revenue		51,094			-
Increase in deferred revenue - related party		3,084			178,634
Increase in accrued interest to related parties		18,468			17,231
Decrease in operating lease obligations		(62,147	)		(55,565	)
Net cash used in operating activities		(245,749	)		(363,807	)
Cash flows from investing activities:
Sale of Stemsation stock		-			33,516
Convertible notes receivable advances		(1,000	)		(12,310	)
Convertible notes receivable repayments		34,000			12,500
Net cash provided by investing activities:		33,000			33,706
Cash flows from financing activities:
Loans from officer		389,371			491,530
Repayment of officer loans		(142,429	)		(132,800	)
Proceeds from convertible notes		174,000			36,500
Repayment of convertible notes		(25,321	)		(32,579	)
Advances from other notes payable		69,840			182,200
Repayments of other notes payable		(252,712	)		(214,750	)
Net cash provided by financing activities		212,749			330,101
Net change in cash		-			-
Cash - beginning of period		-			-
Cash - end of period	$	-		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	32,371		$	75,555
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Common stock issued for debt modification and penalty	$	3,500		$	-
Common stock issued for conversion of debt	$	-		$	2,500
Sale of Stemsation shares for which proceeds were receivable at period end	$	17,600		$	-
Stemsation shares awarded but not yet issued in settlement of convertible notes receivable	$	-		$	195,284
Stemsation shares received in settlement of convertible notes receivable	$	-		$	68,716
Reclassification of convertible notes payable to due to officers	$	253,000		$	-
Reclassification of other receivable to convertible notes receivable	$	33,000		$	39,363

See the accompanying notes to the unaudited condensed consolidated financial statements

F-5

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2024~~2025

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs. In October 2019, Nutra Pharma launched Equine Pain-Away™, an over-the-counter topical pain reliever designed to treat pain and inflammation in horses. In March 2021, Nutra Pharma launched Luxury Feet™, an over-the-counter pain reliever designed specifically to treat foot pain and inflammation especially for women that wear high heels and stilettos. In October of 2021, Nutra Pharma began manufacturing a zeolite detoxifier called Cell Defender for a third party distributor.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K from which the accompanying condensed consolidated balance sheet dated December 31, ~~2023~~2024 was derived.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation. The results for the interim period presented are not necessarily indicative of the results that may be expected for the full fiscal year.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $7677,~~000~~636,~~230~~060 at ~~September~~March 3031, ~~2024~~2025. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $1416,~~902~~296,~~502~~563 and a stockholders’ deficit of $1416,~~819~~212,~~564~~837 at ~~September~~March 3031, ~~2024~~2025.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. The Company’s common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes. As this limits our ability to raise capital, our plan is to attempt to secure adequate funding through notes payable until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

F-65

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP which require management to make estimates and assumptions. These estimates and assumptions 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 expense. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of ~~stock-based compensation and~~ certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts.

Deferred revenue represents cash received from customers in advance of performance under the contract. Such amounts are recognized as revenue when the related performance obligations are satisfied, which typically occurs upon shipment of the products. All deferred revenue as of the condensed consolidated balance sheet dates are from related parties, except for the quarter ended September 30, 2024, during which a portion of deferred revenue was attributable to a non-related party.

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfilment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Credit Loss

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. The Company maintains an allowance for credit losses to reflect the current expected credit losses (“CECL”) over the contractual life of the receivables. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. No allowance for doubtful ~~account~~accounts is deemed to be required at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~ 2024.

F-76

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. We classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of sales. We performed an evaluation of our inventory and related accounts at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, and ~~increased~~determined ~~the~~no ~~reserve~~reserves onwere ~~supplier advances for future venom purchases included in prepaid expenses and other current assets by $45,000 and $20,900, respectively~~necessary. ~~At September 30, 2024 and December 31, 2023, the total valuation allowance for prepaid venom was $386,472 and $341,472, respectively.~~

Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain ~~warrant and~~ convertible instruments (derivative financial instruments) and liabilities to related ~~parties~~ parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar ~~type~~ type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because ~~they~~ they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Cash and cash equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits of $250,000. For the purpose of the condensed consolidated statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~Company~~cash ~~had~~balance nois ~~cash~~$13,843 orand ~~cash~~$36,447, ~~equivalents balances~~respectively.

Concentration of Credit Risk

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. For the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, sales to Avini Health (“Avini”), a related party, accounted for approximately 3133% and 3948% of total revenues, respectively. ~~For~~As ~~the three and nine months ended September 30, 2023, the same customer accounted for approximately 63% and 66%~~ of ~~total~~March ~~revenues~~31, ~~respectively.~~2025 ~~Avini began manufacturing its own products in September 2023. This shift is expected to significantly reduce our revenues going forward. As of September 30, 2024~~ and December 31, ~~2023~~2024, 100% of ~~the~~ accounts receivable ~~balance~~from ~~are~~unrelated parties consisted of reserves due from ~~one~~a single payment processor.

Operating Lease Right-of-Use Asset and Liability

The Company accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). This standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

The Company subleases a portion of its leased facility. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts are considered a recovery of operating costs rather than revenue from the Company’s primary operations.

F-87

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to other income. ~~For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates.~~ The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

The Company adheres to ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU eliminates certain separation models, including the beneficial conversion feature and cash conversion models, so convertible instruments issued after adoption are generally accounted for as a single liability or equity instrument, unless a conversion feature requires separate derivative accounting under ASC 815. ASU 2020-06 also amends diluted EPS guidance.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying condensed consolidated statements of operations.

Derivative Accounting for Convertible Debt and Options and Warrants

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt ~~and options and warrants~~ are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Debt Modifications and Extinguishments

The Company evaluates amendments, restatements, or other changes to its debt agreements in accordance with ASC 470-50, Debt — Modifications and Extinguishments. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or an extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for as a modification and any associated fees or costs are amortized over the remaining term of the modified debt. If the changes are determined to be substantial, the original debt is considered extinguished, the new debt is recorded at fair value, and any resulting difference between the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment.

F-98

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

The Company recorded no income tax expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 because the estimated annual effective ~~tax~~ tax rate was zero. The Company applies the asset and liability method of accounting for income taxes, under which deferred tax assets ~~and~~ and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of the Company’s ~~assets~~ assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation ~~allowance~~ allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of ~~September~~March 3031, 2025 and December 31, 2024, the Company continues to maintain a full valuation allowance against its net deferred tax assets due to a history of operating losses and the uncertainty regarding the Company’s ability to generate sufficient future taxable income to realize such assets. The Company’s federal and state income tax returns for 2021 to 2024 have not yet been filed as of March 31, 2025.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”) which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options ~~and warrants~~ would come from newly issued common shares from our remaining authorized shares.

F-109

The following table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the effect of including these potential shares was antidilutive due to a net loss:

	September 30, 2024		September 30, 2023
	March 31, 2025		March 31, 2024
Convertible notes payable at fair value		1910,~~975~~422,~~842~~078,~~834~~946		1819,~~235~~103,~~390~~707,~~210~~292
Convertible notes payable		68,~~972~~362,~~149~~385,~~502~~601		6,~~441~~850,~~588~~466,~~636~~169
Total		2618,~~947~~784,~~992~~464,~~336~~547		2425,~~676~~954,~~978~~173,~~846~~461

Segment Reporting

The Company adheres to ASU No. 2023-07, Codification Improvements to Segment Reporting (Topic 280) (“ASU 2023-07”), which provides clarifications and improvements to the existing segment reporting requirements, including updates related to the aggregation criteria, reconciliation of segment measures to condensed consolidated financial statements, and disclosure requirements.

Recent Accounting Pronouncements

Adopted Pronouncements

AsEffective of January 1, ~~2024~~2025, the Company adopted ASU No. 2023-0709, ~~Codification~~ Improvements to ~~Segment~~Income ~~Reporting~~Tax Disclosures (Topic ~~280~~740) (“ASU 2023-0709”), which ~~provides~~enhances ~~clarifications and improvements to~~ the existing ~~segment~~income ~~reporting~~tax disclosure requirements, ~~including~~by ~~updates~~requiring ~~related to~~greater disaggregation within the ~~aggregation~~effective ~~criteria,~~tax rate reconciliation and ofexpanded ~~segment~~information ~~measures~~regarding toincome ~~consolidated~~taxes ~~financial~~paid ~~statements~~by jurisdiction. The ASU is effective for fiscal years beginning after December 15, ~~and~~2024, ~~disclosure~~with ~~requirements~~early adoption permitted. The adoption of this ASU did not have a material effect on the accompanying condensed consolidated financial statements.

Not Yet Effective Pronouncements

The Company has evaluated the impact of the following recently issued accounting standards, which have not yet been adopted as of ~~September 30,~~March ~~2024~~31, 2025:

ASU No. ~~2023~~2024-0904, ~~Improvements~~Debt—Debt towith ~~Income~~Conversion ~~Tax~~and ~~Disclosures~~Other Options (~~Topic~~Subtopic ~~740~~470-20): Accounting for Convertible Debt Instruments (“ASU ~~2023~~2024-0904”), ~~which~~amends ~~enhances~~existing guidance to clarify and refine the ~~existing~~recognition, ~~income tax~~measurement, ~~disclosure~~presentation, and disclosure requirements byfor ~~requiring~~certain ~~greater~~convertible ~~disaggregation~~debt ~~within~~arrangements, ~~the~~including ~~effective~~matters ~~tax~~related ~~rate~~to ~~reconciliation~~classification, embedded features, and ~~expanded~~related ~~information~~disclosures. ~~regarding~~The ~~income~~amendments ~~taxes~~are ~~paid~~intended byto ~~jurisdiction.~~improve ~~The~~consistency ~~ASU~~and iscomparability ~~effective~~in the accounting for ~~fiscal~~convertible ~~years~~debt ~~beginning~~instruments. ~~after~~This ~~December~~guidance is ~~15,~~effective ~~2024,~~for ~~with~~the ~~early~~Company ~~adoption permitted~~beginning January 1, 2026. The Company ~~does~~is ~~not~~in ~~expect~~ the ~~adoption~~process of ~~this~~evaluating ~~ASU~~the toimpact ~~have~~of aadopting ~~material~~this ~~effect~~ standard on ~~the~~its ~~accompanying~~ condensed consolidated financial statements.

ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Improvements to Credit Loss Guidance (“ASU 2025-05”), amends the existing guidance under the current expected credit losses (“CECL”) model to clarify and refine the requirements related to the measurement, presentation, and disclosure of credit losses for financial assets measured at amortized cost. This guidance is effective for the Company beginning January 1, 2026. The Company is in the process of evaluating the impact of adopting this standard on its condensed consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the condensed consolidated financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

F-1110

The following table summarizes our financial instruments measured at fair value at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

Total

Level 1

Level 2

Level 3

Fair Value Measurements at September 30, 2024

Fair Value Measurements at March 31, 2025

Total

Level 1

Level 2

Level 3

Liabilities:

Derivative liabilities

~~697~~1,~~215~~672,477

Convertible notes at fair value

12,~~997~~084,~~586~~409

Total

Level 1

Level 2

Level 3

Fair Value Measurements at December 31, 2023

Fair Value Measurements at December 31, 2024

Total

Level 1

Level 2

Level 3

Liabilities:

Derivative liabilities

~~661~~708,~~257~~115

Convertible notes at fair value

12,~~867~~041,~~421~~464

~~The~~We ~~following~~valued ~~table~~derivative ~~shows~~liabilities using the ~~changes~~number inof ~~fair~~potential ~~value~~convertible ~~measurements~~shares for convertible notes with fixed conversion price that are recorded at amortized cost times the ~~warrant~~closing ~~liability~~stock ~~using~~price ~~significant~~of ~~unobservable~~our ~~inputs~~restricted ~~(Level~~common 3)stock at March 31, 2025. These derivative liabilities ~~during~~are recorded due to the ~~nine~~fact ~~months~~that ~~ended~~the ~~September~~number ~~30,~~of ~~2024~~shares of common stock issuable could exceed the Company’s authorized share limit and the ~~year~~equity ~~ended~~environment ~~December~~is 31tainted, ~~2023:~~and therefore all convertible debt should be accounted for as liabilities.

~~SCHEDULE~~The following OFtable ~~CHANGES~~summarizes INassumptions ~~FAIR~~and ~~VALUE~~the ~~MEASUREMENTS~~significant ~~USING~~terms ~~SIGNIFICANT~~of ~~UNOBSERVABLE~~the ~~INPUTS~~convertible notes for which the entire hybrid instrument is recorded at fair value at March 31, 2025 and December 31, 2024:

Description	September 30, 2024		December 31, 2023
Beginning balance	$	-	$	6,072
Purchases, issuances, and settlements		-		-
Total gain included in earnings (1)		-		(6,072	)
Repayments in cash
Conversion to common stock
Ending balance	$	-	$	-

(1) The gain related to the revaluation of our warrant liability is included in “Change in fair value of convertible notes and derivatives” in the accompanying unaudited condensed consolidated statements of operations.

We valued our warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 4.85% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 620%, (4) zero expected dividends, (5) exercise price set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

We valued derivative liabilities using the number of potential convertible shares for warrants in equity and convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at September 30, 2024. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt and options and warrants should be accounted for as liabilities.

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at September 30, 2024 and December 31, 2023:

						Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	Face Amount		Interest Rate	Default Interest Rate	Discount Rate	Anti-Dilution Adjusted Price	% of stock price for look-back period	Look-back Period
September 30, 2024	$	663,529	8%-10%	19%-24%	N/A	$0.00005-$0.00006	50%-60%	3 to 25 Days
March 31, 2025	$	663,529	8%-10%	19%-24%	N/A	$0.0001-$0.00012	50%-60%	3 to 25 Days
December 31, 2023	$	663,529	8%-10%	19%-24%	N/A	$0.00005-$0.00006	50%-60%	3 to 25 Days
December 31, 2024	$	663,529	8%-10%	19%-24%	N/A	$0.00005-$0.00006	50%-60%	3 to 25 Days

F-1211

Using the stated assumptions summarized in the table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and the year ended December 31, ~~2023~~2024:

Description	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Beginning balance	$	12,~~867~~041,~~421~~464	$	1,~~729~~867,~~183~~421
Loss from change in fair value (1)		~~130~~42,~~165~~945		~~146~~174,~~155~~043
Repayments in cash		-		(5,417	)
Ending balance	$	2,084,409	$	2,041,464
Conversion to common stock		-		(2,500	)
Ending balance	$	1,997,586	$	1,867,421

(1)	The losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying unaudited condensed consolidated statements of operations.

3. INVENTORIES

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, inventories were as follows:

SCHEDULE OF INVENTORIES

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Raw Materials	$	~~125~~121,~~170~~670		$	~~135~~125,~~670~~170
Finished Goods		67,~~573~~071			97,~~044~~196
Total Inventories		~~131~~128,~~743~~741			~~144~~132,~~714~~366
Less: Long-term inventory		(~~114~~111,~~670~~170	)		(~~125~~114,~~170~~670	)
Current portion	$	17,~~073~~571		$	1917,~~544~~696

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Furniture and fixtures	$	2029,~~805~~787		$	20,805
Lab equipment		3754,~~204~~274			37,204
Total		5884,~~009~~061			58,009
Less: Accumulated depreciation		(4549,~~747~~752	)		(4047,~~167~~607	)
Property and equipment, net	$	1234,~~262~~309		$	1710,~~842~~402

~~During~~We ~~2023,~~review ~~the~~our ~~Company~~long-lived ~~sold~~assets ~~certain~~for ~~equipment~~recoverability toif ~~Avini,~~events aor ~~related~~changes ~~party,~~ in ~~connection~~circumstances ~~with~~indicate ~~Avini~~the ~~assuming~~assets ~~responsibility~~may ~~for~~be ~~the~~impaired. ~~manufacturing~~At March 31, 2025, we believe the carrying values of ~~its~~our ~~own~~long-lived ~~products.~~assets ~~The~~are ~~equipment~~recoverable. ~~had~~Depreciation aexpense ~~carrying~~for ~~amount~~the ofthree-months ~~approximately~~ended ~~$43~~March 31,~~900~~ at2025 ~~the~~and ~~time~~2024 ofwas ~~sale~~$2,145 and $1,860, respectively.

~~We review our long~~F-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At September 30, 2024, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three-months ended September 30, 2024 and 2023 was $1,860 and $5,442, respectively. Depreciation expense for the nine-months ended September 30, 2024 and 2023 was $5,580 and $16,328, respectively.12

F-13

5. DUE TO/FROM OFFICERS

At ~~September~~March 3031, 2025 and December 31, 2024, the balance due to Rik Deitsch, the Company’s former CEO, and the companies majority owned and controlled by him (collectively referred to as “Due to Officer”) in the aggregate is $~~909~~1,~~182~~068,067 and $986,264, respectively, which balance is unsecured and accruing interest at 4%. ~~During~~Accrued ~~the nine months ended September 30, 2024, in the aggregate, we repaid $142,429 and were advanced $389,371 on this balance. Additionally, accrued~~ interest ~~on the outstanding balance was $11,969 and~~ is included in the ~~due~~“Due to officer” ~~account.~~balance ~~The~~on ~~Company had fully reserved receivables from companies owned by him. The reserve was $177,261 as of September 30, 2024. No bad debt expense was recorded for~~ the ~~three months ended September 30, 2024 and 2023. For the nine months ended September 30, 2024 and 2023, bad debt expense~~ ~~totaled~~accompanying $0condensed ~~and~~consolidated ~~$105,465,~~balance ~~respectively~~sheets.

During the three months ended March 31, 2025, in the aggregate, we repaid $70,053 and were advanced $151,378. During the three months ended March 31, 2024, in the aggregate, we repaid $45,823 and were advanced $124,529.

Interest expense related to amounts due to the officer was $476 and $1,086 for the three months ended March 31, 2025 and 2024, respectively. The Company had fully reserved receivables from companies owned by him. The reserve was $177,261 as of March 31, 2025 and December 31, 2024.

During March 2024, upon the appointment of Michael Flax as the Company’s Chief Executive Officer, the Company reclassified convertible notes payable totaling $253,000 with original issuance discounts of $33,000, which were issued during 2021 and 2022, to due to officer. The notes bear a conversion price of $0.0008 per share and have a contractual maturity of one year from their respective funding dates. The notes are currently in default.

At December 31, 2023, the balance due to Rik Deitsch, the Company’s former CEO, and the companies majority owned and controlled by him in the aggregate is $659,433, which balance is unsecured and accruing interest at 4%. During the year ended December 31, 2023, in the aggregate, we repaid $162,100 and were advanced $599,500 on this balance. Additionally, accrued interest on the outstanding balance was $9,161 and is included in the due to officer account. The Company had fully reserved receivables from companies owned by the Company’s former CEO. The reserve was $177,261 as of December 31, 2023.

These transactions were not conducted on an arm’s-length basis and, as such, may differ from the terms that would have been negotiated with an unrelated third party.

6. DEBTS

Debts consist of the following at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

SCHEDULE OF DEBT

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Notes payable – Unrelated third parties (Net of discount of $0 and $14,350, respectively) (1)	$	1,146,739		$	1,280,702
Notes payable – Unrelated third parties (Net of discount of $29,095 and $44,310, respectively) (1)	$	1,188,685		$	1,249,396
Convertible notes payable – Unrelated third parties (Net of discount of $20,845 and $17,814, respectively) (2)		4,912,599			4,948,678
Convertible notes payable – Unrelated third parties (Net of discount of $121,062 and $11,010, respectively) (2)		5,409,771			4,964,684
Convertible notes payable, at fair value (3)		12,~~997~~084,~~586~~409			12,~~867~~041,~~421~~464
Other advances from an unrelated third party (4)		225,000			225,000
SBA notes payable (5)		149,~~900~~169			149,~~900~~169
Ending balances		89,~~431~~057,~~824~~034			8,~~471~~629,~~701~~713
Less: Long-term portion- SBA notes payable		(~~141~~139,~~089~~336	)		(~~143~~140,~~657~~217	)
Current portion	$	8,~~290~~917,~~735~~698		$	8,~~328~~489,~~044~~496

(1) At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of $1,~~146~~188,~~739~~685 and $1,~~280~~249,~~702~~396 net of discount of $029,095 and $1444,~~350~~310, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The Notes carry interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the note. The notes were convertible into shares of Company’s common stock at a conversion price of $0.008 per share. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we owed principal balance of $91,156, and accrued interest of $8187,~~914~~370 and $7384,~~733~~671, respectively. The remaining principal balance of $91,156 and accrued interest of $8187,~~914~~370 are subject to litigation and a settlement was reached in May 2025 (See Note 1211 and Note 15).

F-13

	●	On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes a $25,000 penalty for non-payment). We repaid $25,000 during 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013, the debt of $281,772 reverted back to LPR and remains outstanding at March 31, 2025 and December 31, 2024.

	●	At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge. The debt of $55,410 reverted back to University Centre West Ltd. and is currently outstanding and carries no interest.

	●	In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the accrued interest is $9,075 and $8,825, respectively.

	●	In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2025 and December 31, 2024, the outstanding principal balance is $50,000 and accrued interest is $113,834 and $110,834, respectively.

	●	In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the outstanding principal balance is $50,000 and accrued interest is $107,034 and $104,034, respectively.

	●	A promissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543 bearing monthly interest at a rate of 2.0% and was due September 2020. The Note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the principal balance is $333,543, and the accrued interest is $451,172 and $431,159, respectively.

	●	On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In February 2020, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2025 and December 31, 2024, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

F-14

● OnIn ~~August~~October 22016, ~~2011~~we ~~under~~issued a ~~settlement~~promissory ~~agreement~~note ~~with Liquid Packaging Resources, Inc. (“LPR”), we agreed~~ to ~~pay~~an ~~LPR~~unrelated athird ~~total~~party ~~of $350,000~~ in ~~monthly~~the ~~instalments~~amount of $50,000 ~~beginning~~bearing ~~August~~monthly ~~15,~~interest ~~2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding~~ at ~~December 31, 2011(this includes~~ a ~~$25,000~~rate ~~penalty~~of ~~for non-payment)~~2%. WeThe ~~repaid~~note ~~$25,000~~was ~~during~~due ~~2012.~~in Wesix ~~did~~months ~~not~~from ~~make all of~~ the ~~payments~~execution ~~under such amendment~~ and asfunding ~~a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split)~~ of ~~our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (~~the ~~initial $350,000 plus total default penalties of $100,000)~~note. ~~LPR~~The ~~sold the~~ note tois ~~Southridge~~in ~~Partners,~~default ~~LLP~~and ~~(“Southridge”)~~in ~~for~~negotiation ~~consideration~~ of ~~$281,772 in June 2012~~settlement. InAt ~~August~~March ~~2013~~31, ~~the~~2025 ~~debt of $281,772 reverted back to LPR~~ and ~~remains outstanding at September 30, 2024 and~~ December 31, ~~2023. ● At December 31~~2024, ~~2012,~~the weaccrued ~~owed~~interest ~~University~~is ~~Centre West Ltd. approximately~~ $55103,~~410~~334 ~~for rent, which was assigned~~ and ~~sold to Southridge. The debt of~~ $55100,~~410~~334, ~~reverted back to University Centre West Ltd~~respectively. ~~and is currently outstanding and carries no interest.~~ ● In ~~April~~June ~~2016~~2017, we issued a promissory note to an unrelated third party in the amount of $1012,~~000~~500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the accrued interest is $89,~~569~~865 and $79,~~811~~552, respectively. ● InDuring ~~May~~July ~~2016~~2017, ~~the~~we ~~Company~~received ~~issued~~a loan for a ~~promissory~~total ~~note~~of to$200,000 from an unrelated third party. inThe ~~the~~loan ~~amount~~was ofrepaid ~~$75,000~~through ~~bearing~~scheduled ~~monthly~~payments ~~interest~~through atAugust a2017 ~~rate~~along ofwith ~~2%.~~interest ~~The~~on ~~note~~average ~~was~~15% ~~due~~annum. inDuring ~~six~~June ~~months~~2018, ~~from~~ the ~~execution~~loan ~~and~~was ~~funding~~settled ofwith ~~the~~two ~~note.~~unrelated ~~During~~third ~~April~~parties ~~2017~~for $130,401 weand ~~accepted~~$40,000, ~~the~~respectively, ~~offer~~with ofthe amonthly ~~settlement~~scheduled torepayments ~~issue~~of approximately $5,000 and $2,000 ~~common~~per ~~shares~~month asto aeach ~~repayment~~unrelated party through July 2020. The Company repaid an aggregate of $25136,~~000~~527 over the four years from 2018 through 2021. The ~~note~~portion isof insettlement ~~default~~of ~~and~~$130,401 was repaid in ~~negotiation~~full as of ~~settlement~~March 31, 2021. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the outstanding principal balance is $5033,~~000~~874 and ~~accrued interest~~ is ~~$107,767~~in default and ~~$98,667,~~negotiation ~~respectively~~of settlement. ● In ~~June~~July ~~2016~~2017, ~~the~~we ~~Company~~ issued a promissory note to an unrelated third party in the amount of $50,000 ~~bearing~~with ~~monthly~~original ~~interest~~issue atdiscount ~~a rate~~ of 2%$10,000. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~outstanding~~ principal balance of the note is $50,000. ~~and~~● ~~accrued~~In ~~interest~~November ~~is $100~~2017,~~967~~ ~~and~~we ~~$91,867,~~issued ~~respectively.~~a ~~● A~~ promissory note ~~originally issued~~ to an unrelated third party in ~~August~~the ~~2016~~amount ~~was~~of ~~restated~~$120,000 inwith ~~September~~original ~~2019~~issuance indiscount ~~the~~of ~~amount~~$20,000. ofDuring March 2020, $~~333~~50,~~543~~000 ~~bearing~~of ~~monthly~~the ~~interest~~Note atwas settled for 125,000,000 shares with a ~~rate~~fair value of 2$87,500.0% ~~and~~The remaining balance of $70,000 was ~~due~~restated ~~September~~with ~~2020.~~additional ~~The~~issuance ~~Note~~discount isof in$14,000. ~~default~~We ~~and~~repaid ~~negotiation~~a total of ~~settlement~~$15,000 during 2022. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the outstanding principal balance of the loan is $~~333~~69,~~543~~000, and ~~the~~is ~~accrued~~in ~~interest~~default isand ~~$410,702~~negotiation ~~and~~of ~~$349,997,~~further ~~respectively~~settlement. ● OnIn ~~September~~November 262017, ~~2016,~~ we issued a promissory note to an unrelated third party in the amount of $7518,000 ~~bearing~~with ~~interest~~original atissuance ~~10%~~discount ~~annually~~of $3,000. The note is in default and in negotiation of settlement. The note was due in ~~one~~six ~~year~~months from the execution and funding of the note. InAt March ~~2018~~31, ~~$15~~2025 and December 31,~~000~~ of2024, the principal balance of the note ~~was assigned to an unrelated third party and~~ is ~~in negotiation of settlement. In January 2019, the remaining principal balance of~~ $6018,000 and the accrued interest ofis $152,~~900~~000. ~~was~~The ~~restated~~accrued ininterest ~~the~~represents ~~form of~~ a ~~Convertible~~one-time ~~Note~~amount ~~(See Note 6(4)). At September 30, 2024~~ and ~~December~~no ~~31,~~further ~~2023,~~interest ~~the principal balance outstanding~~ is ~~$15,000,~~accruing ~~and~~on the ~~accrued interest is $1,371~~note.

F-15

● In October ~~2016~~2024, wethe ~~issued~~Company aentered ~~promissory~~into ~~note~~a toPurchase anand ~~unrelated~~Sale ~~third party in the amount~~ of ~~$50,000~~Future ~~bearing~~Receipts ~~monthly~~Agreement ~~interest~~with at a ~~rate~~third ~~of 2%~~party. ~~The~~Pursuant ~~note~~to ~~was~~this ~~due~~agreement, ~~in six months from~~ the ~~execution~~buyer ~~and~~purchased ~~funding~~$99,400 of the ~~note.~~Company’s ~~The~~future ~~note~~receivables is in ~~default~~exchange ~~and~~for intotal ~~negotiation~~proceeds of ~~settlement. At September 30~~$68, ~~2024 and December 31~~550, ~~2023,~~on ~~the~~a ~~accrued~~non-recourse ~~interest~~basis. isThe ~~$97,267~~Company ~~and~~authorized ~~$88,167,~~the ~~respectively.~~buyer ●to Indebit ~~June~~its ~~2017,~~bank weaccount ~~issued~~at a ~~promissory~~specified ~~note~~remittance tofrequency anuntil ~~unrelated~~the ~~third~~full ~~party~~purchased ~~in the~~ amount of $1299,~~500~~400 ~~bearing~~was ~~interest at 10% annually~~collected. ~~The~~In ~~note~~connection ~~was~~with ~~due~~this intransaction, ~~one~~the ~~year~~Company ~~from~~recorded ~~the~~a ~~execution~~total ~~and~~debt ~~funding~~discount of ~~the~~$30,850 ~~note.~~related ~~The~~to ~~note~~loan isorigination infees ~~default~~ and inissuance ~~negotiation~~costs, ofwhich ~~settlement.~~is Atbeing ~~September~~amortized ~~30,~~over ~~2024~~the ~~and~~term ~~December~~of ~~31, 2023,~~ the ~~accrued~~agreement. ~~interest~~Repayment isof $919,~~233~~449 ~~and~~was ~~$8,285,~~made ~~respectively.~~during ~~● During July 2017~~2024, weand ~~received~~repayment ~~a loan for a total~~ of $~~200~~28,~~000~~093 ~~from an unrelated third party. The loan~~ was ~~repaid~~made ~~through~~during ~~scheduled~~the ~~payments~~three ~~through~~months ~~August~~ended ~~2017~~March ~~along~~31, ~~with~~2025. ~~interest~~Amortization onfor ~~average~~the ~~15%~~three ~~annum.~~months ~~During~~ended ~~June~~March ~~2018~~31, ~~the~~2025 ~~loan~~ was ~~settled with two unrelated third parties for~~ $~~130~~8,~~401~~715. ~~and~~At ~~$40,000,~~March ~~respectively~~31, ~~with~~2025 ~~the~~and ~~monthly~~December ~~scheduled repayments of approximately $5~~31,~~000~~ ~~and $2~~2024,~~000~~ ~~per~~the ~~month~~principal tobalance, ~~each~~net ~~unrelated~~of ~~party~~debt ~~through~~discount ~~July 2020. The Company repaid an aggregate~~ of $~~136~~16,~~527~~095 ~~over~~and ~~the four years from 2018 through 2021. The portion of settlement of~~ $~~130~~24,~~401~~810, was ~~repaid~~$35,763 inand ~~full as of June 30~~$55,141, ~~2021~~respectively. At● ~~September~~On ~~30, 2024 and~~ December 316, ~~2023~~2024, the ~~outstanding~~Company ~~principal~~received ~~balance~~a is $3325,~~874~~000 ~~and~~cash isadvance into ~~default~~address ~~and~~a ~~negotiation~~temporary ofliquidity ~~settlement~~shortage. ●No Informal ~~July~~loan ~~2017~~agreement was executed, weas ~~issued~~the aadvance ~~promissory~~was ~~note~~intended to anbe ~~unrelated~~repaid ~~third~~within ~~party in~~ the ~~amount of $50,000 with original issue discount of $10,000~~month. The ~~note~~repayment was ~~due~~made inon ~~six~~January ~~months~~3, ~~from the execution and funding of the note~~2025. The ~~note~~principal isbalance inoutstanding ~~default~~as ~~and in negotiation~~ of ~~settlement.~~March ~~At September 30~~31, ~~2024~~2025 and December 31, ~~2023,~~2024 ~~the~~was ~~principal~~$0 ~~balance~~and ~~of the note is~~ $5025,000, respectively. ● InOn ~~November~~December ~~2017~~31, we2024, ~~issued~~the aCompany ~~promissory~~entered ~~note~~into toa anPurchase ~~unrelated~~and ~~third~~Sale ~~party~~of inFuture ~~the~~Receipts ~~amount~~Agreement ~~of $120,000~~ with ~~original~~a ~~issuance~~third ~~discount of $20,000~~party. ~~During~~Pursuant ~~March~~to ~~2020,~~this ~~$50~~agreement,~~000~~ of the ~~Note~~buyer ~~was~~purchased ~~settled for 125,000,000 shares with a fair value of~~ $8768,500. Weof ~~recorded~~the aCompany’s ~~loss~~future onreceivables ~~settlement~~ in ~~other~~exchange ~~expense~~ for ~~$37,500~~total inproceeds ~~March~~of ~~2020. An additional 36~~$49,000,~~000~~ ~~shares~~on ~~were~~a ~~issued~~non-recourse tobasis. ~~satisfy~~The ~~the~~Company ~~default~~authorized ~~provision of~~ the ~~original~~buyer ~~note~~to ~~and~~debit ~~10,000,000~~its ~~shares~~bank ~~were~~account ~~issued~~at ~~along~~a ~~with~~specified ~~the~~remittance ~~restatement.~~frequency ~~The~~until ~~total~~the ~~fair~~full ~~value~~purchased ofamount ~~issued stock was $32,200. The remaining balance~~ of $7068,~~000~~500 was ~~restated~~collected. ~~with~~In ~~additional~~connection ~~issuance~~with ~~discount~~this ~~of $14~~transaction,~~000.~~ Wethe ~~repaid~~Company recorded a total ofdebt ~~$15,000~~discount ~~during the first and fourth quarters~~ of ~~2022. At September 30~~$19,500 ~~2024~~related ~~and~~to ~~December 31, 2023, the principal balance of the~~ loan isorigination ~~$69,000,~~fees and isissuance ~~in default and negotiation of further settlement. ● In November 2017~~costs, wewhich ~~issued~~is abeing ~~promissory~~amortized ~~note~~over ~~to an unrelated third party in~~ the ~~amount~~term of ~~$18,000~~the ~~with~~agreement. ~~original~~Repayment ~~issuance discount~~ of $322,~~000.~~834 ~~The~~was ~~note~~made isduring inthe ~~default~~first ~~and~~quarter ~~in negotiation~~ of ~~settlement~~2025. ~~The~~Amortization ~~note~~for ~~was~~the ~~due~~three ~~in six~~ months ~~from~~ended ~~the~~March ~~execution~~31, ~~and~~2025 ~~funding~~was ~~of the note~~$6,500. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the principal balance, net of ~~the~~debt ~~note~~discount isof $1813,000 and ~~the~~$19,500, ~~accrued~~was ~~interest~~$32,666 isand $249,000., ~~The accrued interest represents a one-time amount and no further interest is accruing on the note~~respectively.

(2)	At March 31, 2025 and December 31, 2024, the balance of $5,409,771 and $4,964,684 net of discount of $121,062 and $11,010, respectively, consisted of the following convertible loans:

	●	In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option at $0.001 per share. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At March 31, 2025 and December 31, 2024, the principal balance of the note is $60,000.

	●	During January through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original issue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated two convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020 and are in default. At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2018 was $531,550.

	●	During February 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of warrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.

	●	During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement.

		At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2019 was $201,700.

	●	During the year ended December 31, 2020, the Company issued convertible notes payable of $555,600 with an original issuance discount of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement.

	●	During 2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484. The Noteholders have the right to convert the notes into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement.

F-16

● InDuring ~~October~~August ~~2022~~2021, ~~the Company received~~ a ~~loan~~promissory ~~for~~note of $~~199~~166,~~000~~926 ~~from a non-related party. The loan~~ was ~~repaid~~restated in ~~full~~the inform ~~November~~of ~~2024~~a ~~(see~~convertible ~~Note~~note ~~15), together with interest~~ at ana ~~average~~fixed ~~annual~~conversion ~~rate~~price of ~~approximately 51%~~$0.002 ~~Weekly~~per ~~payments ranged from approximately $2,000 to $3,800; due to our financial hardship, the lender periodically reduced the payment amounts to provide temporary relief~~share. The ~~Company~~restated ~~has~~balance ~~recorded~~was ~~loan costs in the amount of~~ $2183,~~488~~619 ~~for~~with ~~the~~an ~~loan’s~~original ~~origination~~issuance ~~fees~~discount ~~paid at inception date. The total loan cost is amortized over the term~~ of ~~the loan. The loan is under personal guarantee by Mr. Deitsch. We repaid~~ $1516,~~100~~693 and ~~$78,261~~was ~~during~~due ~~the~~February ~~years~~2022. ~~ended~~During ~~December~~February 312022, ~~2023~~we ~~and~~issued ~~2022~~20, ~~respectively~~866,250 ~~and~~shares ~~an additional $79,154 during the first three quarters~~ of ~~2024.~~common Atstock ~~September~~to ~~30,~~satisfy ~~2024 and December 31, 2023,~~ the principal balance isof $2616,~~485 and $105,639, respectively~~693. The ~~amortization~~remaining balance of ~~loan~~$166,926 ~~cost~~was ~~for~~further ~~three~~restated ~~and~~into ~~nine~~a ~~months~~convertible ~~ended~~note ~~September~~with ~~30,~~a ~~2023~~fixed isconversion price of $0.002 ~~and~~per $1share,~~200,~~ ~~respectively.~~maturing ●in August 2022. In ~~December~~August 2022, athe ~~promissory~~balance ~~note~~ of $17166,~~000~~926 was ~~issued~~further torestated with an ~~unrelated~~original ~~third~~issuance ~~party,~~discount ~~scheduled~~of to$16,693 bein ~~repaid~~the ~~through~~form ~~monthly payments~~ of ~~$1,518~~a ~~with~~convertible ~~interest~~note at ana ~~average~~fixed ~~annual~~conversion ~~rate~~price of 12$0.~~99%.~~002 Inper share due February 2023, ~~the~~provided ~~Company~~that ~~issued~~our aagreement to repay $2516,~~000~~693 ~~promissory~~in ~~note~~cash toby ~~the~~October ~~same~~2022. ~~party~~However, ~~using~~we ~~the~~failed ~~proceeds~~ to ~~fully~~meet ~~repay~~this ~~the~~repayment ~~December 2022 loan~~obligation. ~~Although~~As ~~structured~~a ~~for repayment in 12 monthly installments~~result, the convertible note ~~was~~amount ~~settled~~increased into ~~full~~$200,312 ~~ahead~~(including of$166,926, ~~schedule~~$16,693, inand ~~July~~an ~~2023.~~original Atissuance ~~that~~discount ~~time~~of $16,693) ~~the~~with ~~Company issued~~ a ~~new~~fixed ~~$32,000~~conversion ~~promissory~~price ~~note~~of to$0.002 ~~the~~per ~~same party~~share, ~~with~~due ~~the proceeds applied to retire the~~ February 2023 ~~note~~. The ~~July~~Company ~~2023~~made ~~note~~a ~~was~~payment ~~repaid in August 2023 in connection with the issuance~~ of a $345,000 ~~promissory note~~, which was ~~fully~~applied ~~repaid~~against inaccrued ~~September~~late ~~2024.~~payment Atpenalties ~~September~~in ~~30,~~2023. ~~2024~~In ~~and~~February ~~December 31~~2024, ~~2023,~~ the principal balance ~~of the loan is $0~~ and ~~$25,492, respectively. ● In June 2023,~~ the ~~Company~~related ~~entered~~penalty ~~into~~for a ~~Purchase~~total ~~and Sale~~ of ~~Future~~$224,920 ~~Receipts~~were ~~Agreement with an unrelated third party~~restated. ~~Pursuant to the agreement~~35, ~~the buyer purchased $135~~000,~~850~~000 shares of ~~the~~common ~~Company’s~~stock ~~future~~were ~~receivables~~issued ~~for~~in ~~total~~satisfaction ~~proceeds~~ of $9524,~~000,~~920 onof athe ~~non-recourse~~outstanding ~~basis.~~balance, ~~Under~~with the ~~terms~~remaining ~~of the agreement~~$200,000 ~~the~~restated ~~Company~~as ~~authorized~~a ~~the~~principal ~~buyer~~subject to ~~debit~~an ~~amounts~~additional ~~directly~~15% ~~from~~OID. ~~its~~The ~~bank~~fair ~~account~~value atof ~~a specified remittance frequency until~~ the ~~total~~shares ~~purchased~~issued ~~amount~~was of $~~135~~3,~~850~~500, ~~was~~resulting ~~fully~~in ~~collected.~~a Ingain ~~connection~~of ~~with the transaction~~$21,420, ~~the~~which ~~Company~~was ~~recorded~~recognized as a ~~total~~gain ~~debt~~on ~~discount~~settlement of ~~$44,650,~~debt ~~representing~~and ~~loan~~accrued ~~origination~~expense ~~fees~~in ~~and~~the ~~issuance~~accompanying ~~costs,~~condensed ~~which~~consolidated ~~was~~statements ~~amortized~~of ~~over~~operations for the ~~term~~first quarter of ~~the agreement~~2024. The ~~Company~~restated ~~repaid~~note ~~$92,184~~was ~~during~~due ~~the~~in ~~second~~February ~~through~~2025 ~~fourth~~and ~~quarters~~convertible ofat ~~2023.~~a ~~The~~fixed ~~remaining~~price ~~balance~~ of $~~43,666~~0.0008 ~~under~~per ~~this~~share. ~~agreement~~In ~~was~~February ~~fully~~2025, ~~repaid~~the innote ~~February~~was ~~2024~~further inrestated, ~~connection~~ with the ~~execution~~principal balance of a$230,000 ~~subsequent~~subject ~~agreement.~~to ~~Amortization~~an ~~for~~additional ~~the~~15% ~~debt~~OID, ~~discount~~which ~~for~~increased the ~~three~~principal ~~and~~balance ~~nine~~to ~~months~~$264,500 ~~ended~~while ~~September~~maintaining ~~30,~~the ~~2024~~same ~~was~~fixed $0conversion price and ~~$14,350,~~personal ~~respectively~~guarantee. Amortization ~~for~~of ~~the~~ debt discount for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2025 and 2024 was $168,~~590~~250 and $195,~~410~~000, respectively. AsThe ~~of September 30, 2024 and December 31, 2023, the~~ principal balance, net of unamortized debt discount of $~~0 and $14~~28,~~350~~750, was $~~0 and $29~~235,~~316,~~750 ~~respectively.~~as ●of InMarch ~~February 2024~~31, ~~the Company entered into a second Purchase and Sale of Future Receipts Agreement with the same third party~~2025. ~~Under~~The ~~this~~principal ~~agreement~~balance, ~~the~~net ~~buyer purchased $104,400~~ of ~~the~~unamortized ~~Company’s~~debt ~~future~~discount ~~receivables for total proceeds~~ of $722,~~000~~500, onwas a227,500, ~~non-recourse~~as ~~basis.~~of ~~The~~December ~~Company~~31, ~~authorized~~2024. ~~the~~In ~~buyer~~February to2026, ~~debit its bank account at~~ the ~~specified~~note ~~remittance~~was ~~frequency~~further ~~until the full purchased amount of $104~~restated,~~400~~ ~~was remitted. In connection~~ with ~~this second transaction,~~ the ~~Company~~principal ~~recorded~~balance ~~a total debt discount~~ of $34264,~~560~~500 ~~for~~subject ~~loan~~to ~~origination~~an ~~fees~~additional ~~and~~15% ~~issuance costs~~OID, ~~which~~while ~~was~~maintaining ~~amortized over~~ the ~~term~~same offixed ~~the~~conversion ~~agreement.~~price ~~The outstanding balance under this agreement was fully repaid in September 2024. Amortization~~ of ~~the debt discount for the three and nine months ended September 30, 2024 was~~ $~~14,980~~0.0008 and ~~$34,560~~personal guarantee.

~~(2)~~● AtDuring ~~September 30~~2022, ~~2024~~we ~~and~~issued ~~December~~convertible 31promissory notes to unrelated third parties totaling $874,000 ~~2023~~with original issuance discounts of $114,000. The noteholders have the ~~balance~~right to convert the notes into shares of common stock at conversion prices ranging from $40.0005 to $0.0008 per share,~~912,599~~ and the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement. ● During 2022, convertible promissory notes totaling $4339,~~948,678~~825 ~~net~~were ofamended to add additional original issuance discount for a total of $2050,~~845~~974 and matured in July 2023. The notes are currently in default and under negotiation for settlement. ● During 2022, the Company settled a total of $17143,~~814~~000 of convertible promissory notes, ~~respectively~~of which $108,500 ~~consisted~~was settled through the issuance of shares of common stock, with the ~~following~~remaining balance repaid in cash. ● In February and November 2023, the Company settled two convertible ~~loans:~~notes which had a conversion price of $0.0008, with total cash payments of $7,250, resulting in a $350 loss on settlement during the first quarter of 2023.

● InDuring ~~October~~the ~~2017, we issued a promissory note to an unrelated~~ third ~~party~~quarter ~~in the amount~~ of ~~$60~~2023,~~000~~ ~~with~~the ~~original~~Company ~~issuance~~settled ~~discount~~convertible promissory notes of $1011,~~000~~500, ~~and~~which had a conversion ~~option~~price atof $0.~~001 per share~~002. The ~~note~~Company ~~was~~completed ~~due~~repayment in ~~six months from~~ the ~~execution~~fourth ~~and~~quarter ~~funding~~ of ~~the~~2023, ~~note.~~with ~~The~~$13,000 ~~loan is~~ in ~~default~~cash ~~and in negotiation of settlement~~repayments. At● ~~September~~During ~~30, 2024 and December 31,~~ 2023, the ~~principal~~Company ~~balance~~amended ofconvertible ~~the~~promissory ~~note~~notes istotaling $60197,~~000.~~025 ~~● During January through December 2018, we issued convertible notes payable~~ to 14add ~~unrelated~~aggregate ~~third parties for a total of $525,150 with~~ original ~~issue~~issuance ~~discount~~discounts of $4429,~~150.~~554, ~~The~~which ~~notes~~extended ~~were~~the due indates ~~six~~by twelve months, ~~from~~to ~~the~~various ~~execution~~dates ~~and~~in ~~funding~~January, ofMay, ~~each~~and ~~note~~July 2024. The notes are ~~convertible~~currently ~~into~~in ~~shares~~default ofand ~~Company’s~~under ~~common~~negotiation ~~stock~~for ~~at a conversion price ranging from $0~~settlement.~~0003~~ to● ~~$0.001 per share.~~ During ~~May 2019~~2023, wethe ~~restated~~Company ~~two~~issued convertible ~~notes~~promissory ~~payable with additional original issuance discount of $6,400. The two restated~~ notes ~~were~~to ~~due~~unrelated inthird ~~August~~parties ~~2020~~with ~~and~~a ~~are~~fixed inconversion ~~default.~~price ~~At September 30, 2024 and December 31, 2023, the outstanding principal balance~~ of ~~the notes issued in 2018 was~~ $~~531,550~~0.0006 ●per ~~During February 2019~~share, ~~the Company issued convertible notes payable~~ totaling $55146,~~000~~338 with ana combined original issuance discount of $519,~~000~~088. ~~The~~Of ~~notes~~these, ~~are~~$17,250 ~~convertible into shares~~ of the ~~Company’s~~notes ~~common~~are ~~stock~~under at a ~~conversion~~personal ~~price of $0~~guarantee.~~0005~~ ~~per~~All ~~share. During August and October 2020, the~~ notes were ~~amended~~due toone ~~include~~year ~~additional~~from ~~original~~their ~~issuance~~respective ~~discounts~~execution ~~of $9,200~~ and ~~were~~funding ~~accompanied by the issuance of warrants~~dates. ~~All~~The ~~warrants associated with these~~ notes ~~expired during 2022. The Notes~~ are currently in default and under negotiation offor settlement.

F-17

● During ~~November 2019~~2024, ~~we issued~~ a convertible promissory note toof an$53,230 ~~unrelated~~was ~~third~~amended ~~party~~to ~~for~~add ~~$137,500~~an ~~with~~additional original issuance discount of $127,~~500~~985. The note ~~was~~is ~~due~~currently ~~nine~~in ~~months~~default ~~from the execution~~ and ~~funding~~under ofnegotiation ~~the~~for ~~notes~~settlement. ~~The~~● ~~Noteholder~~During ~~had~~2024, the ~~right~~Company toissued ~~convert~~convertible ~~the~~promissory ~~note~~notes ~~into~~to ~~shares~~unrelated ofthird ~~Common~~parties ~~Stock~~with ~~at a~~ fixed conversion ~~price~~prices ofranging from $0.~~000275~~0005 to $0.0006 per share and OID. The ~~Note~~aggregate isprincipal inamount ~~default~~issued ~~and~~during ~~negotiation~~2024 was $263,350, with total OID of ~~settlement~~$34,350. AtThe ~~September~~notes ~~30,~~were ~~2024~~due ~~and~~one ~~December~~year ~~31,~~from ~~2023,~~their ~~the~~respective ~~outstanding~~execution ~~principal~~and ~~balance~~funding ofdates. ~~the~~These notes ~~issued~~are currently in ~~2019~~default ~~was~~and ~~$201,700~~under negotiation for settlement. ● During the ~~year~~second ~~ended~~quarter ~~December~~of 312024, ~~2020,~~ the Company ~~issued~~settled convertible promissory notes ~~payable~~with an aggregate principal balance of $~~555~~52,~~600~~500, ~~with~~which anhad ~~original~~a ~~issuance~~conversion ~~discount~~price of $~~53,600~~0.002. ~~$287,400~~As part of ~~these~~the ~~notes~~settlement, ~~were~~the ~~due~~Company inrecognized a ~~year~~$7,500 ~~and~~loss ~~$268,200~~on settlement of debt during the ~~Notes~~second ~~were~~quarter ~~due~~of in2024. ~~six~~Cash ~~months~~repayments ~~from~~related ~~the~~to ~~execution~~these ~~and~~notes ~~funding~~included of$5,000 ~~each~~paid ~~note.~~in ~~The~~the ~~notes~~first ~~are~~quarter ~~convertible~~of ~~into~~2023, ~~shares~~$15,000 ofpaid in the ~~Company’s~~third ~~common~~quarter ~~stock~~of at2024, aand ~~conversion~~$7,500 ~~price~~paid ~~ranging~~during ~~from~~the ~~$0.0002~~second toquarter $0of 2024.~~0008~~ ~~per~~The ~~share.~~remaining Inbalance ~~May~~was ~~2022,~~repaid ~~$16,500~~in offull during the ~~notes~~second ~~issued~~quarter inof ~~November~~2025, ~~2020~~resulting ~~were~~in ~~settled~~total ~~through~~cash ~~the~~repayments ~~issuance~~ of ~~common stock~~$60,000. At● ~~September~~During ~~30,~~the ~~2024~~third ~~and~~quarter ~~December~~of 312024, ~~2023,~~ the ~~outstanding~~Company ~~principal~~settled ~~balance~~convertible promissory notes of ~~the~~$11,500, ~~notes~~which ~~issued~~had ina ~~2020~~conversion ~~was~~price of $~~539,100~~0.0006. The ~~notes~~Company ~~are~~completed ~~currently~~repayment in ~~default~~the ~~and~~first ~~under~~quarter ~~negotiation~~of ~~for~~2025, ~~settlement~~with $11,500 in cash repayments. ● During ~~2021~~the first quarter of 2025, wethe Company issued convertible promissory notes to unrelated third parties ~~totaling~~for $2541,~~480,043~~139 with original issuance ~~discounts~~discount of $~~323~~70,~~484~~583. ~~The~~In ~~Noteholders~~connection ~~had~~with the ~~right~~issuance toof ~~convert~~ the notes, ~~into~~we ~~shares~~paid 10% of ~~Common~~the ~~Stock~~proceeds atto a ~~conversion~~third ~~price~~party, ~~ranging~~which ~~from~~has ~~$0.0003~~been torecorded ~~$0.002~~as ~~per~~a ~~share~~debt discount. The ~~notes~~noteholders ~~were~~have ~~due~~the ~~one~~option ~~year~~to ~~from~~convert the ~~execution~~outstanding ~~and~~principal ~~funding~~into shares of ~~the~~Common ~~notes.~~Stock Onat ~~January~~a 1,conversion ~~2022,~~price of $~~228,563~~0.0005 ofper share. Both the ~~Notes~~original ~~issued~~issue ~~during~~discount ~~January~~and tothe ~~April~~issuance-related ~~2021~~costs ~~were~~are ~~amended~~being toamortized ~~extend~~over the ~~due~~term ~~date~~of tothe ~~August 29, 2022~~note. The notes are ~~currently~~due inone ~~default~~year from the execution and ~~under~~funding ~~negotiation~~of ~~for~~the ~~settlement~~notes. ● ~~During~~The ~~March~~total ~~2021,~~discount ~~the~~amortization ~~remaining~~on ~~balance~~all ofnotes for the ~~promissory~~three ~~note~~months ofended ~~$30~~March 31,~~000~~ ~~originally~~2025 ~~issued~~and in2024 ~~September~~was ~~2018~~$42,032 ~~was~~and ~~sold~~$18,528, torespectively. anAt ~~unrelated~~March ~~third~~31, ~~party~~2025 inand ~~the~~December ~~form~~31, of2024, athe ~~convertible~~carrying ~~note~~value atof athe ~~fixed~~notes ~~conversion~~was ~~price~~$5,409,771 ofand $~~0.01~~4,964,684, ~~per~~net ~~share.~~of ~~The~~unamortized ~~new~~discounts ~~note~~of ~~carried~~$121,062 ~~interest~~and at$11,010, ~~12%~~respectively. ~~with~~● ~~scheduled~~At ~~monthly~~March ~~payments~~31, of2025, $14,~~000~~590,643 ~~beginning~~of inthe ~~April~~above ~~2021~~mentioned ~~through~~convertible ~~March~~notes ~~2024.~~payable ~~The~~are ~~Note was repaid~~ in ~~full~~default ~~during~~and ~~the~~negotiation ~~first quarter~~ of ~~2024~~settlement. ~~The~~At ~~principal~~the ~~balance~~date as of ~~September~~this 30report, ~~2024~~$5,001,521 ~~and~~of ~~December~~the ~~31,~~notes ~~2023~~remain isin $0default and ~~$2,821~~in negotiation of settlement.

● During August 2021, the promissory note of $166,926 was restated in the form of a convertible note at a fixed conversion price of $0.002 per share. The restated balance is $183,619 with an original issuance discount of $16,693 and was due February 2022. During February 2022, we issued 20,866,250 shares of common stock to satisfy the principal balance of $16,693. The remaining balance of $166,926 was further restated into a convertible note with a fixed conversion price of $0.002 per share, maturing in August 2022. In August 2022, the balance of $166,926 was further restated with an original issuance discount of $16,693 in the form of a convertible note at a fixed conversion price of $0.002 per share due February 2023, provided that our agreement to repay $16,693 in cash by October 2022. However, we failed to meet this repayment obligation. As a result, the new convertible note amounts to a total of $200,312 (~~including $166,926, $16,693, and an original issuance discount of $16,693~~3) ~~with~~At aMarch ~~fixed conversion price of $0.002 per share~~31, ~~due~~2025 ~~February~~and ~~2023. The Company made a payment of $5,000, which was applied against accrued late payment penalties. As of~~ December 31, ~~2023, the note had a principal balance of $200,312 and an accrued late payment penalty of $24,608, resulting in a total outstanding balance of $224,920. In February~~ 2024, the ~~principal~~ balance ~~and the related penalty were restated. 35,000,000 shares~~ of ~~common stock were issued in satisfaction of~~ $242,~~920 of the outstanding balance (See Note 7)~~084,409 ~~with the remaining $200,000 restated as new principal. The fair value of the shares issued was $3,500, resulting in a gain of $21,420, which was recognized as a gain on settlement of debt~~ and ~~accrued expense in the accompanying condensed consolidated statements of operations for the first quarter of 2024. Amortization for the three and nine months ended September 30, 2024 was~~ $72,~~500 and $20~~041,~~000~~464, respectively, ~~for~~consisted ~~the~~of ~~three and nine months ended September 30, 2023 was $0 and $3,467, respectively. In addition, a 15% OID was applied to~~ the ~~new~~following ~~principal, resulting in a restated principal balance of $230,000. The restated note was due in February 2025 and remained~~ convertible at a fixed price of $0.0008 per share. As of September 30, 2024, the principal balance, net of an unamortized debt discount of $10,000, was $220,000. In February 2025, the note was further restated, with the principal balance of $230,000 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee.loans:

● ~~During~~The ~~2022,~~balance weof ~~issued~~$20,000 ~~convertible~~of ~~promissory~~a ~~notes~~Convertible toNote ~~unrelated~~originated ~~third~~in ~~parties~~March ~~totaling~~2016 ~~$874,000~~is ~~with~~in ~~original~~default ~~issuance~~and ~~discounts~~negotiation of ~~$114,000~~settlement. The ~~noteholders~~conversion ~~have~~price ~~the~~is ~~right~~equal to ~~convert~~55% of the ~~notes~~average ~~into~~of ~~shares~~the ofthree ~~common~~lowest ~~stock~~volume atweighted ~~conversion~~average prices ~~ranging~~for ~~from~~the ~~$0.0005~~three consecutive trading days immediately prior to $0but not including the conversion date.~~0008~~ ~~per~~We ~~share~~have accrued interest at a default interest rate of 20% after the note’s maturity date. At March 31, 2025 and December 31, 2024, the convertible notes ~~were~~payable ~~due~~with ~~one~~principal ~~year~~balance ~~from~~of ~~their~~$20,000 ~~respective~~plus ~~execution~~accrued interest of $34,350 and ~~funding~~$33,350 ~~dates~~at fair value, were recorded at $98,815 and $96,998, respectively. The ~~notes~~Note ~~are~~is ~~currently~~ in default and ~~under~~ negotiation ~~for~~of settlement. ● During ~~2022~~May 2017, ~~the~~we ~~convertible~~issued ~~promissory~~a ~~notes~~Convertible ~~for~~Debenture ain ~~total~~the amount of $~~339~~64,~~825~~000 ~~were~~to ~~amended~~an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to ~~add~~convert ~~additional~~the ~~original~~note ~~issuance~~into ~~discount~~shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a ~~total~~default interest rate of 19% after the note’s maturity date. After prior conversions, at March 31, 2025 and December 31, 2024, the remaining principal of $5012,~~974~~629 plus accrued interest of $23,042 and ~~matured~~$22,411, inrespectively, ~~July~~at ~~2023~~fair value, was recorded at $59,453 and $58,401, respectively. The ~~notes~~remaining ~~are~~principal ~~currently~~balance inof ~~default~~the ~~and~~Note ~~under~~is ~~negotiation~~in ~~for settlement~~default. ● During ~~2022~~October 2020, ~~the~~we ~~Company~~issued ~~settled~~ a ~~total~~Convertible Debenture in the amount of $~~143~~250,000 ofto ~~convertible~~an ~~promissory~~unrelated ~~notes,~~third ofparty. ~~which~~The ~~$108,500~~note was ~~settled~~due ~~through~~in October 2021. The Noteholder has the ~~issuance~~right ofto convert the note into shares of our restricted common stock, ~~with~~at sixty percent of the ~~remaining~~lowest ~~balance~~trading ~~repaid~~price inof ~~cash.~~our ●restricted Incommon ~~February~~stock ~~and~~for ~~November~~the ~~2023~~twenty-five prior trading days including the conversion date. Upon default, we increased the ~~Company~~outstanding ~~settled~~principal ~~two~~by ~~convertible~~10% ~~notes~~and ~~which~~began ~~had~~accruing ainterest ~~conversion~~at ~~price~~the default rate of $024% from the note’s maturity date.~~0008~~ At March 31, 2025 and December 31, 2024, the convertible note payable with ~~total~~principal ~~cash~~balance ~~payments~~of $275,000 plus accrued interest of $7246,~~250~~932 and $230,657, ~~resulting~~respectively, inat afair value, were recorded at $~~350~~1,043,860 ~~loss~~and on$1,011,315. ~~settlement~~The ~~during~~Note ~~the~~is ~~first~~in ~~quarter~~default and negotiation of ~~2023~~settlement.

F-18

● During ~~the~~July ~~third quarter of 2023~~2018, ~~the~~we ~~Company~~issued ~~settled~~a convertible ~~promissory~~debenture ~~notes~~in the amount of $1150,~~500,~~000 ~~which~~to ~~had~~an aunrelated ~~conversion~~third ~~price~~party, ofand ~~$0.002.~~during ~~The~~August ~~Company~~2018, ~~completed~~we ~~repayment~~issued a convertible debenture in the ~~fourth~~amount ~~quarter~~ of ~~2023, with~~ $1320,000 into ~~cash~~an ~~repayments.~~unrelated ●third ~~During~~party. ~~2023,~~Both ~~the~~notes ~~Company~~carry ~~amended~~interest ~~convertible~~at ~~promissory~~8% ~~notes~~and ~~totaling~~were ~~$197,025~~due toone ~~add~~year ~~aggregate~~from ~~original~~ issuance, ~~discounts~~unless ofpreviously ~~$29,554,~~converted ~~which~~into ~~extended~~shares ~~the~~of ~~due~~restricted ~~dates~~common bystock. ~~twelve~~Following ~~months~~maturity, towe ~~various~~accrued ~~dates~~interest inat ~~January,~~the ~~May,~~default ~~and~~rate ~~July~~of ~~2024~~24%. The ~~notes~~noteholders ~~are~~have ~~currently~~the inright ~~default~~to ~~and~~convert ~~under~~the ~~negotiation~~notes ~~for~~into ~~settlement.~~shares ●of ~~During~~common ~~2023,~~stock ~~the~~at ~~Company~~fifty-five ~~issued~~percent ~~convertible~~of ~~promissory~~the ~~notes~~average toof ~~unrelated~~the ~~third~~three ~~parties~~lowest ~~with~~trading aprices ~~fixed conversion price~~ of ~~$0.0006~~our ~~per~~restricted ~~share,~~common ~~issued~~stock ~~during~~for the ~~first,~~fifteen ~~third,~~trading ~~and~~days ~~fourth~~including ~~quarter,~~the ~~totaled~~date ~~$146,338~~of ~~with~~receipt aof ~~combined~~the ~~original~~conversion ~~issuance~~notice. ~~discount~~At ofMarch ~~$19~~31,~~088.~~ Of2025 ~~these~~and December 31, ~~$17~~2024,~~250~~ of the ~~notes~~combined ~~issued~~convertible innotes ~~the~~payable ~~fourth~~plus ~~quarter~~accrued ~~were~~interest ~~under~~of a$100,765 ~~personal~~and ~~guarantee.~~$96,622, ~~All~~respectively, ~~notes~~were ~~are~~recorded ~~due~~at ~~one~~fair ~~year~~value ~~from~~of ~~their~~$310,481 ~~respective execution~~ and ~~funding dates~~$302,950. The ~~notes~~Note ~~are~~is ~~currently~~ in default and ~~under~~ negotiation ~~for~~of settlement. ● During ~~the~~January ~~first~~2019, ~~quarter~~we ofissued ~~2024,~~ a convertible ~~promissory~~debenture ~~note~~in the amount of $5375,~~230~~900 ~~was amended~~ to ~~add~~ an ~~additional~~unrelated ~~original~~third ~~issuance~~party. ~~discount~~The ofnote ~~$7,985~~was ~~scheduled~~due ~~to expire~~ in ~~January~~one ~~2025.~~year ●from ~~During~~ the ~~first~~restatement ~~quarter~~date of ~~2024,~~ the ~~Company~~note. ~~issued~~During ~~convertible~~November ~~promissory~~2020, ~~notes~~the toNote ~~unrelated~~holder ~~third~~assigned ~~parties~~$20,000 ~~with~~of athe ~~fixed~~$75,900 ~~conversion~~convertible ~~price~~note ~~ranging~~in ~~from~~January ~~$0.0005~~2019 to ~~$0.0006~~a ~~per~~third ~~share,~~party. ~~totaled~~The ~~$128,800~~Noteholder ~~with~~has athe ~~combined~~right ~~original~~to ~~issuance~~convert ~~discount~~the ofnote ~~$16,800.~~into ~~The~~shares ~~notes~~of ~~were~~common ~~due~~stock ~~one~~at ~~year~~50% ~~from~~discount ~~their~~to ~~respective~~the ~~execution~~average ~~and~~trading ~~funding~~price ~~dates.~~of ●the ~~During~~three ~~the~~lowest ~~second~~closing ~~quarter~~stock ofprices ~~2024,~~for the ~~Company~~twenty ~~issued~~days ~~convertible~~prior ~~promissory~~to ~~notes~~the tonotice ~~unrelated~~of ~~third~~conversion. ~~parties~~At ~~with~~March a31, ~~fixed~~2025 ~~conversion~~and ~~price~~December ~~ranging~~31, ~~from~~2024, ~~$0.0005~~the toremaining ~~$0.0006~~convertible ~~per~~note ~~share,~~payable ~~totaled~~of $7155,~~300~~900, ~~with~~at afair ~~combined~~value, ~~original~~was ~~issuance~~recorded ~~discount~~at of $9111,~~300~~800. The ~~notes~~note ~~were~~was due ~~one~~January ~~year~~2020. ~~from~~The ~~their~~Note ~~respective~~is ~~execution~~in default and ~~funding~~negotiation ~~dates~~of settlement. ● During ~~the~~June ~~second quarter of 2024~~2019, ~~the~~we ~~Company~~issued ~~settled~~a convertible promissory ~~notes~~note ~~with~~to an ~~aggregate~~unrelated ~~principal~~third ~~balance~~party offor $52240,~~500,~~000 ~~which~~with ~~had~~original aissuance ~~conversion~~discount ~~price~~ of $040,000.~~002.~~ AsThe ~~part~~note ofwas ~~the~~due ~~settlement,~~one ~~the~~year ~~Company~~from ~~recognized~~the aexecution ~~$7,500~~and ~~loss~~funding ~~on settlement~~ of ~~debt during~~ the ~~second~~notes. ~~quarter~~In ofconnection ~~2024,~~with ~~which is included in loss on settlement of debt in~~ the ~~accompanying~~issuance ~~condensed consolidated statements~~ of ~~operations.~~this ~~Cash~~note, ~~repayments~~we ~~related~~issued ~~to these notes included $5~~16,000,000 ~~paid~~shares ~~in the first quarter~~ of ~~2023,~~our ~~$15,000~~restricted ~~paid~~common instock. ~~the~~The ~~third~~common ~~quarter~~stock ofwas ~~2024,~~valued ~~and~~at $74,~~500~~688 ~~paid~~and ~~during~~recorded ~~the~~as ~~second~~a ~~quarter~~debt ofdiscount ~~2024.~~that ~~The remaining balance~~ was ~~repaid~~amortized inover ~~full during~~ the ~~second~~life ~~quarter~~ of ~~2025,~~the ~~resulting in total cash repayments of $60,000~~note. ●The ~~During~~Noteholder has the ~~third~~right ~~quarter~~to ofconvert ~~2024,~~ the ~~Company~~note ~~settled~~into ~~convertible~~shares ~~promissory notes~~ of ~~$11,500,~~Common ~~which~~Stock ~~had~~at a conversion price of ~~$0.0006. The Company completed repayment in~~ the ~~first~~lower ~~quarter~~ of ~~2025, with~~ $~~11,500 in cash repayments~~0.0005 ●or At50% ~~September~~discount ~~30,~~to ~~2024, $4,337,766 of~~ the ~~above~~average ~~mentioned~~trading ~~convertible~~price ~~notes payable are in default and negotiation~~ of ~~settlement. At~~ the ~~date~~three oflowest ~~this~~closing ~~report,~~stock ~~$4,703,444~~prices offor the ~~notes~~twenty ~~remain~~days inprior ~~default~~to ~~and~~the innotice ~~negotiation~~ of ~~settlement~~conversion. ●During ~~The~~October ~~total discount amortization on all notes for the three months ended September 30~~2022, ~~2024~~repayment ~~and~~of ~~2023 was~~ $~~19,424 and $~~10,~~633,~~000 ~~respectively. The total discount amortization on all notes for the nine months ended September 30, 2024 and 2023~~ was ~~$61,054 and $95,469, respectively~~made. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~carrying~~convertible ~~value~~note ofpayable ~~the~~with ~~notes~~principal ~~was~~balance ~~$4,912,599~~of ~~and~~ $4230,~~948~~000,~~678,~~ ~~net~~at offair ~~unamortized~~value, ~~discounts~~was ofrecorded at $20460,~~845~~000. The Note is in default and ~~$17,814,~~negotiation ~~respectively~~of settlement.

(3) At September 30, 2024 and December 31, 2023, the balance of $1,997,586 and $1,867,421, respectively, consisted of the following convertible loans:

(4)	At March 31, 2025 and December 31, 2024, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)	During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. During 2023, total repayments of $10,234 were made and applied to accrued interest. During 2024, total repayment of $4,386 were made and $3,655 of it was applied to accrued interest. The outstanding balance for the EIDL loan at March 31, 2025 and December 31, 2024 is $149,169. The accrued interest as of March 31, 2025 and December 31, 2024 loan is $13,295 and $11,889, respectively.

~~● The balance of $20,000 of a Convertible Note originated in~~ At March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s maturity date. At September 30, 2024 and December 31, ~~2023~~2025, the ~~convertible~~future ~~notes~~minimum ~~payable with~~ principal ~~balance~~payments of $20,000 plus accrued interest of $32,327 and $29,294 at fair value, were recorded at $95,143 and $89,626, respectively. The Note is in default and negotiation of settlement. ● During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for ~~the~~all ~~twenty~~debts ~~trading~~are ~~days~~as preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions, at September 30, 2024 and December 31, 2023, the remaining principal of $12,629 plus accrued interest of $21,780 and $19,885, respectively, at fair value, was recorded at $57,348 and $54,191, respectively. The remaining principal balance of the Note is in default. ● During October 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. Upon default, we increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity date. At September 30, 2024 and December 31, 2023, the convertible note payable with principal balance of $275,000 plus accrued interest of $214,022 and $164,657, respectively, at fair value, were recorded at $978,044 and $879,315. The Note is in default and negotiation of settlement.follows:

F-19

● During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year from issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the default rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt of the conversion notice. At September 30, 2024 and December 31, 2023, the combined convertible notes payable plus accrued interest of $92,388 and $79,868, respectively, were recorded at fair value of $295,251 and $272,489. The Note is in default and negotiation of settlement. ● During January 2019, we issued a convertible denture in the amount of $75,900 to an unrelated third party. The note was due in one year from the restatement date of the note. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note in January 2019 to a third party. The Noteholder has the right to convert the note into shares of common stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. At September 30, 2024 and December 31, 2023, the convertible note payable of $55,900, at fair value, was recorded at $111,800. The note was due January 2020. The Note is in default and negotiation of settlement. ● During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. During October 2022, repayment of $10,000 was made. At September 30, 2024 and December 31, 2023, the convertible note payable with principal balance of $230,000, at fair value, was recorded at $460,000. The Note is in default and negotiation of settlement.

F-20

(4)

At September 30, 2024 and December 31, 2023, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)

During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. During 2023, total repayments of $10,234 were made and applied to accrued interest. During the first three quarters of 2024, repayment of $3,655 were made and applied to accrued interest. The outstanding balance for the EIDL loan at September 30, 2024 and December 31, 2023 is $149,900. The accrued interest as of September 30, 2024 and December 31, 2023 loan is $10,485 and $9,920, respectively.

At September 30, 2024, the future minimum principal payments for all debts are as follows:

September 30,		Amount
March 31,	Amount
2025		$	8,290,735
2026	$	8,917,698
2026			3,538
2027		3,605
2027			3,673
2028		3,742
2028			3,813
2029		3,885
2029			3,958
2030		4,033
Thereafter		124,071	~~126,107~~
Total	$	$9,057,034	~~8,431,824~~
Less: Long-term portion SBA notes payable		(139,336	~~(141,089~~)	)
Current portion	$	$8,917,698	~~8,290,735~~

F-19

7. STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Effective March 2021, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination for its Series B Preferred Stock. The Series B Preferred Stock has a par value of $0.001 per shares and consists of 12,000,000 shares.

F-21

Terms of the Series B Preferred include the following:

	1.	The Series B Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series B Preferred is entitled to one thousand votes per share.

	2.	The Series B Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series B Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series B Preferred will have the same record and payment date and terms as the dividend payable on the common stock.

	3.	Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series B Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series B Preferred would not result in payment in full of Series B Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.

	4.	The Series B Preferred does not have any redemption rights.

During November 2021, the Board of Directors approved resolutions for the issuance of a total of 9,000,000 shares of Series B Preferred stock to Mr. Deitsch to discharge $540,000 of his accrued salary. The shares were valued at the accrued payable amount by agreement of the parties.

Effective November 15, 2021, the Board of Directors authorized an exchange of 3,000,000 shares of Series A Preferred Stock held by Mr. Deitsch for an equal number of Series B Preferred Stock.

~~Common~~8. ~~Stock~~ACCRUED ~~Issued for Debt Modification and Penalty~~EXPENSES

During February 2024, we issued 35,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $200,312 amended in August 2022. The shares were valued at a fair value of $3,500 (See Note 6).

F-22

8. STOCK WARRANTS

Common Stock Warrants

During January and May 2022, in connection with the issuance of the convertible note of $115,000 with original issuance discount of $15,000 due in one year, the Company granted the 164,285,714 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. As of May 2023, all of these warrants had expired.

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the year ended December 31, 2023 and the nine months ended September 30, 2024:

SUMMARY OF WARRANTS OUTSTANDING

	Number Of			Weighted average
	shares			exercise price
Balance December 31, 2022		164,285,714		$	0.002
Exercised		-			-
Issued		-			-
Expired		(164,285,714	)		0.002
Balance December 31, 2023		-		$	-
Exercised		-			-
Issued		-			-
Expired		-			-
Balance September 30, 2024		-		$	-

The following table summarizes information about fixed-price warrants outstanding as of September 30, 2024 and December 31, 2023:

SUMMARY OF FIXED PRICE WARRANTS OUTSTANDING

	Exercise Price		Weighted Average Number Outstanding		Weighted Average Contractual Life		Weighted Average Exercise Price
September 30, 2024	$	-		-		-	$	-
December 31, 2023	$	-		33,082,192		0 years	$	-

9. ACCRUED EXPENSES

Accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Accrued consulting fees	$	306,400	$	~~220~~291,~~900~~400
Accrued settlement expenses (1)		680,235		680,235
Accrued payroll taxes		~~257~~272,~~013~~237		~~240~~263,~~023~~859
Accrued interest		~~830~~898,~~275~~349		~~756~~864,~~426~~670
Accrued others		2,~~913~~792		2,913
Total	$	2,~~076~~160,~~836~~013	$	12,~~900~~103,~~497~~077

(1) On August 28, 2024, the U.S. District Court for the Eastern District of New York entered a final consent judgment against the Company, enjoining it from violating certain provisions of the federal securities laws and ordering disgorgement and civil monetary penalties. The Court entered a final consent judgment in which it was ordered to pay $520,940 in disgorgement and $59,295 in prejudgment interest thereon, as well as $100,000 in civil penalties. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had accrued a total legal settlement amount of $680,235 (See Note 1211 and Note 15).

F-2320

109. PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

SCHEDULE OF PREPAID EXPENSES

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Supplier advances for future purchases	$	386,472		$	341,472
Supplier advances for venom	$	406,472		$	401,472
Reserve for supplier advances		(~~386~~406,472	)		(~~341~~401,472	)
Net supplier advances		-			-
Prepaid professional fees		29150,999			29,999
Total	$	29150,999		$	29,999

We performed an evaluation of our ~~inventory~~supplier ~~and~~advances ~~related~~for ~~accounts~~venom at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, and ~~increased~~determined ~~the~~full ~~reserve~~reserves were onnecessary. ~~supplier~~The ~~advances~~Company ~~for~~recorded ~~future~~increases ~~venom~~to ~~purchases~~the byreserve of $455,000 and $2015,~~900~~000 for the three months ended March 31, 2025 and 2024, respectively.

1110. CONVERTIBLE NOTES RECEIVABLE

During ~~March~~2021 through ~~November 2021~~2023, we purchased ~~five~~an ~~convertible~~aggregate ~~notes~~of ~~from~~$378,250 ~~StemSation~~of ~~International~~convertible ~~(the~~notes ~~“StemSation”)~~receivable ~~for a total of $286,550~~ with original issuance ~~discount~~discounts oftotaling $2631,~~050~~626 from StemSation International (“StemSation”). The notes ~~are~~were convertible into common shares ~~for~~ranging from $0.01 to $0.005 per common share and ~~mature~~ matured in one year from each of the funding dates of the notes. The original issuance ~~discount~~discounts iswere amortized over the lives of the notes. Stemsation made total repayments of $114,250 during 2022 and 2023, and the remaining balance of $264,000 was in default prior to settlement.

~~From~~On ~~March~~June to5, ~~December 2022~~2023, wethe ~~purchased~~Company ~~six~~entered ~~convertible~~into ~~notes~~a ~~from~~settlement ~~StemSation~~agreement ~~totaling~~with ~~$41,196,~~StemSation ~~which~~to ~~included~~convert athe ~~$3,745~~notes ~~original~~receivable ~~issuance discount.~~balances ~~Repayments~~ of $~~101~~264,~~750~~000 ~~have~~into shares ~~been~~of ~~received~~StemSation’s ~~during~~common ~~the~~stock ~~third~~at ~~and~~$0.00176 ~~fourth~~per ~~quarter of 2022~~share. AtThe ~~December~~settlement ~~31,~~agreement ~~2022,~~was ~~the~~approved ~~principal balance~~on ofJune ~~the notes~~15, ~~net~~2023 ofby ~~discount~~the ~~of $600 was $225,396~~Circuit Court.

~~During~~Pursuant ~~March~~to ~~through~~the ~~June~~agreement, ~~2023~~the Company is entitled to receive 150,000,000 weshares ~~purchased~~of ~~additional~~StemSation’s ~~convertible~~common ~~notes~~stock in exchange for athe ~~total~~full settlement of ~~$50~~the outstanding notes receivable. As of June 30,~~504~~ ~~which~~2023, ~~included~~the aCompany recognized the settlement receivable at $1264,~~831~~000, ~~original~~equal ~~issuance~~to ~~discount~~the carrying amount of the notes receivable exchanged. Accordingly, the convertible notes receivable were derecognized.

~~All~~Between ~~the~~July ~~notes~~and ~~mature~~November ~~one~~2023, ~~year~~$103,916 ~~after~~of ~~funding.~~the ~~The~~$264,000 ~~notes~~settlement ~~are~~was ~~convertible~~converted into ~~common~~59,043,425 shares, atas ~~$0.01~~summarized ~~per~~in ~~share,~~the ~~except~~table ~~for~~below. ~~those issued in~~The ~~December~~remaining ~~2022 (~~$6160,~~600)~~084 ~~and~~of ~~March~~the ~~through~~settlement ~~June~~was ~~2023~~recorded ~~($50,504)~~as ~~are~~a ~~convertible~~settlement atreceivable ~~$0.005~~in ~~per~~the ~~share.~~accompanying ~~The~~condensed ~~original~~consolidated ~~issuance~~balance ~~discount is amortized~~sheets ~~over~~as ~~the lives~~ of ~~the~~March ~~notes.~~31, ~~Repayments~~2025 ofand ~~$12~~December 31,~~500~~ ~~have~~2024 ~~been~~and ~~received~~is ~~during~~expected ~~the~~to ~~first~~be ~~and~~converted ~~second~~in ~~quarter~~subsequent ~~of 2023~~periods.

The principal balance of the notes prior to settlement was $264,000. On June 5, 2023, the Company entered into a settlement agreement with StemSation to convert the notes receivable balances of $264,000 into shares of StemSation’s common stock at $0.00176 per share. The settlement agreement was approved on June 15, 2023 by the Circuit Court.

Pursuant to the agreement, the Company is entitled to receive 150,000,000 shares of StemSation’s common stock in exchange for the full settlement of the outstanding notes receivable. As of September 30, 2023, the Company recognized the settlement receivable at $264,000, equal to the carrying amount of the notes receivable exchanged. Accordingly, the convertible notes receivable were derecognized.

Between July and November 2023, $103,916 of the $264,000 settlement was converted into 59,043,425 shares, as summarized in the table below. The remaining $160,084 of the settlement was recorded as a settlement receivable in the accompanying condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 and is expected to be converted in subsequent periods.

Date of Conversion Notice	Conversion Amount		Number of Shares Issued		Value of Shares Issued ($/per share) at Issuance
7/12/2023	$	33,516		19,043,425		0.00176
8/24/2023	$	35,200		20,000,000		0.00176
11/7/2023	$	35,200		20,000,000		0.00176

Of the 59,043,425 shares issued, 39,043,425 shares were sold in the third quarter of 2023 for total proceeds of $68,716, of which $33,516 was collected and $35,200 ~~remained~~remain receivable ~~as of December 31, 2023~~. The remaining 20,000,000 shares converted in November 2023, valued at $35,200, were recorded as an investment in StemSation stock at cost.

In March 2024, the Company sold an additional 10,000,000 shares for $17,600, the proceeds of which remained outstanding as of ~~September~~December 3031, 2024. As a result, the total receivable balance was $52,800 at ~~September~~March 3031, ~~2024,~~2025 ~~compared~~and ~~to $35,200 at~~ December 31, ~~2023~~2024. The remaining 10,000,000 shares converted in November 2023, valued at $17,600, were recorded as an investment in StemSation stock as of ~~September~~March 3031, 2025 and December 31, 2024 at cost. Management believes the carrying values approximate fair value based on the expected recovery pursuant to the Stock Purchase Agreement covering a total of 150,000,000 shares.

During the third and fourth quarter of 2023, we purchased three convertible notes for $6,600 which included a $600 original issuance discount. During the first and second quarter of 2024, we purchased three convertible notes for $37,450 which included a $3,450 original issuance discount. They are convertible at $0.005 per share and due in one year after funding. Repayment of $3442,~~000~~300 has been received during ~~the third quarter of~~ 2024.

~~Amortization~~Convertible ~~of convertible~~ notes receivable ~~recognized~~were $1,750 as ~~other~~of ~~income~~March ~~totaled~~31, $02025 and $3December 31,~~450~~ ~~for~~2024. For the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, amortization ~~respectively,~~related ~~compared~~ to ~~$300~~the ~~and~~convertible ~~$2,731~~notes ~~for~~receivable ~~the~~was ~~three~~$0 and ~~nine months ended September 30~~$300, ~~2023~~respectively, ~~respectively.~~and ~~They~~was ~~are~~included ~~recognized~~in as other income in the accompanying condensed consolidated statements of operations ~~for the three and nine months ended September 30, 2024 and 2023~~.

F-2421

1211. COMMITMENTS AND CONTINGENCIES

Operating Leases

ReceptoPharm leases a lab ~~and renewed its operating lease agreement for five years beginning August 1, 2017 for monthly payments of approximately $6,900 with a 5% increase each year~~. In ~~February of 2021, we signed an updated lease with extended terms through January 1, 2023. The lease called for monthly payments of approximately $6,500 with a 4% increase each year. In~~ October 2022, we signed another lease extension, covering the period from January 1, 2023, to December 31, 2025, with monthly payments of $7,700 and an annual 4% increase. The Company did not renew the lease upon its expiration on December 31, 2025.

	September 30,			December 31,
	March 31,			March 31,
	2024			2023
	2025			2024
Lease cost
Operating lease cost	$	8527,~~081~~541		$	9731,~~587~~509
Short-term lease cost		-			-
Total lease cost	$	8527,~~081~~541		$	9731,~~587~~509
Balance sheet information
Operating ROU Assets	$	251,951		$	251,951
Less accumulated amortization		(139,603	)		(77,429	)
Operating ROU Assets, net	$	112,348		$	174,522
Operating lease obligations, current portion	$	90,911		$	83,703
Operating lease obligations, non-current portion		24,056			93,411
Total operating lease obligations	$	114,967		$	177,114
Weighted average remaining lease term (in years) – operating leases		1.25			2
Weighted average discount rate-operating leases		8	%		8	%
Supplemental cash flow information related to leases were as follows:
Cash paid for amounts included in the measurement of operating lease liabilities	$	8528,~~054~~197		$	9417,~~994~~500

F-25

	March 31,			December 31,
	2025			2024
Balance sheet information
Operating ROU Assets	$	251,951		$	251,951
Less accumulated amortization		(183,171	)		(161,168	)
Operating ROU Assets, net	$	68,780		$	90,783

Operating lease obligations, current portion	$	70,752		$	93,411
Operating lease obligations, non-current portion		-			-

Total operating lease obligations	$	70,752		$	177,114

Weighted average remaining lease term (in years) – operating leases		0.75			1
Weighted average discount rate-operating leases		8	%		8	%

~~Future~~The ~~minimum~~Company ~~payments~~subleases a portion of its leased facility under ~~these~~month-to-month ~~lease~~arrangements. ~~agreements~~Sublease ~~are~~rental income is recorded as ~~follows:~~a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts represent recoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements are short-term and operate on a month-to-month basis. Total sublease rental income was $30,000 and $3,000 for three months ended March 31, 2025 and 2024, respectively.

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY TABLE

December 31,	Total
2024(remaining 3 months)	$	23,712
2025		97,508
Total future lease payments	$	121,220
Less imputed interest		(6,253	)
Total	$	114,967

The Company subleases a portion of its leased facility under month-to-month arrangements. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts represent recoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements are short-term and operate on a month-to-month basis. Total sublease rental income was $30,000 and $63,000 for three and nine months ended September 30, 2024, respectively, and $19,000 and $59,000 for the three and nine months ended September 30, 2023, respectively.

Consulting Agreements

During July 2015, we signed an agreement with a company to provide consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of ~~September~~March 3031, ~~2024~~2025. As of ~~September~~March 3031, ~~2024~~ 2025 and December 31, ~~2023~~2024 we have accrued $142,500 in accrued expenses on the accompanying condensed consolidated balance sheets.

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common stock that have not been issued.

During September 2022, the Company renewed its consulting agreement with an external consultant for a three-year term, providing for monthly compensation of $10,000. ~~Consulting~~In ~~expenses~~September ~~totaled $30~~2025,~~000~~ ~~and~~the ~~$90,000~~agreement ~~for~~was ~~the~~further ~~three~~renewed ~~and~~for ~~nine~~an ~~months~~additional ~~ended~~one-year ~~September~~term ~~30,~~through ~~2024,~~September ~~respectively,~~2026. ~~compared~~Consulting toexpenses of $30,000 ~~and~~were ~~$90,000~~recorded ~~for~~each of the ~~corresponding~~first ~~periods~~quarter inof ~~2023,~~2025 and 2024 within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, accrued consulting fees payable to this external consultant totaled $144,350 and $59129,350, respectively.

On January 1, 2025, the Company entered into an Agent and Representation Agreement with an external consulting company pursuant to which the agent will solicit prospective commercial and contract manufacturing clients on behalf of the Company. Under the agreement, the Company is obligated to pay referral commissions to the agent for clients introduced by the agent who purchase the Company’s products or services. The agreement required an initial payment of $20,000 related to certain introduced clients, which was paid during the first quarter of 2025, and provides for additional commissions for the life of each referred client account, subject to the terms and conditions of the agreement. Consulting expenses of $20,000 were recorded during the first quarter of 2025 within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

F-22

Litigation

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we owed a principal balance of $91,156, and accrued interest of $8187,~~914~~370 and $7384,~~733~~671, respectively (See Note 6). The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms (see Note 15).

F-26

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On June 30, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021.

In July 2024, a final judgment was issued, ordering the defendant to pay $520,940 in disgorgement, $59,295 in prejudgment interest, and a $100,000 civil penalty. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had accrued a total legal settlement amount of $680,235 (See Note 98).

Settlement Discussions

Subsequent to year end, the Company entered into a settlement agreement with a counterparty in connection with a dispute arising in the ordinary course of business (See Note 15).

F-23

12. SEGMENT AND ENTITY-WIDE INFORMATION

The Company operates as a single reportable operating segment. Operating segments are identified based on the manner in which the Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information for purposes of allocating resources and assessing performance.

The CODM reviews financial results and manages the business on a consolidated basis, without differentiation by product line, geographic region, or legal entity. Accordingly, the Company has determined that it has one operating and one reportable segment.

The measure of segment profit or loss used by the CODM is consolidated net loss, as reported in the condensed consolidated statements of operations. The significant expense categories included in the measure of segment profit or loss and regularly reviewed by the CODM include cost of goods sold, selling and marketing expenses, and general and administrative expenses.

The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The Company has no intersegment revenues.

For the three months ended March 31, 2025 and 2024, sales to a related party, accounted for approximately 33% and 48% of total revenues, respectively. These sales are included within the Company’s single reportable operating segment. See Note 13 – Related Party Transactions for additional information.

13. RELATED PARTY TRANSACTIONS

The Company acts as a product formulator and contract manufacturer for Avini Health (“Avini”). The Company’s former chief executive officer, who held that position through March 2024, is an owner of Avini ~~Health~~ and is its chief scientific officer. Following March 2024, this individual assumed the role of Operations Manager of the Company.

FDuring September 2023, the sales and manufacturing structure between the Company and Avini was revised. Avini assumed responsibility for manufacturing its own products, and the Company transferred to Avini certain raw materials and packaging supplies related to amounts previously advanced by Avini. In connection with this transition, the Company relocated its operations to a Boca Raton facility leased by Avini. Under this arrangement, the Company uses the facility rent-27free, shares space and resources with Avini, and Avini pays all lease and office-related expenses. Sales to Avini declined beginning in 2024 as Avini manufactures its own products; however, the Company benefits from reduced operating costs and continued access to manufacturing capabilities for its own Nutra Pharma–branded products.

~~Commencing~~As inof ~~May~~December ~~2022~~31, 2024, the Company ~~sublets~~had arecorded ~~portion~~deferred revenue of ~~its~~$234,757, ~~space~~representing tocash received from Avini ~~Health~~in ~~under~~advance aof ~~one-year~~performance under ~~sublease~~prior ~~for~~contractual aarrangements, ~~monthly~~and ~~rent~~accounts receivable of $5,~~000,~~800 related to Avini product sales in December 2024. In connection with Avini’s assumption of manufacturing responsibilities, the anticipated reduction in future revenue from Avini, and the restructuring of the ~~first~~parties’ ~~three~~commercial ~~months~~relationship, ~~rent-free~~Avini agreed to forgive a total of $240,557. The ~~lease~~Company ~~was~~accounted ~~terminated~~for onthe ~~August~~forgiveness as 31a capital contribution, ~~2023~~and the amount was recorded as an increase to Additional Paid-In Capital during 2024.

~~During~~As ~~2023,~~of ~~the~~March ~~Company~~31, ~~sold~~2025 ~~certain~~and ~~equipment~~December ~~to Avini~~31, ~~a related party~~2024, ~~in connection with Avini assuming responsibility for~~ the ~~manufacturing of~~Company ~~its~~recorded ~~own~~accounts ~~products.~~receivable ~~The~~from ~~equipment~~related ~~had~~party ~~a carrying amount~~ of ~~approximately~~$14,766 and $435,~~900~~800, atrespectively, related ~~the~~to ~~time~~Avini ofproduct ~~sale.~~sales ~~The~~in ~~Company~~March ~~received~~2025 ~~proceeds of~~and ~~approximately~~December ~~$83~~2024,~~600~~ respectively.

During ~~September~~early ~~2023~~2025, ~~the sales and manufacturing structure between the Company and~~ Avini ~~was~~purchased ~~revised.~~certain ~~Avini~~raw ~~assumed~~materials ~~responsibility~~on ~~for~~behalf ~~manufacturing its~~of ~~own products, and~~ the Company ~~transferred~~for touse ~~Avini~~in ~~certain~~the ~~raw~~manufacture ~~materials~~of ~~and~~private ~~packaging~~label ~~supplies~~products. ~~related~~As ~~to amounts previously advanced~~of byMarch ~~Avini.~~31, In2025, ~~connection with this transition~~$13,000 ~~the~~was ~~Company~~included ~~relocated~~in ~~its~~due ~~operations~~ to a ~~Boca~~related ~~Raton~~party ~~facility~~in ~~leased by Avini. Under this arrangement,~~ the ~~Company~~accompanying ~~uses~~condensed ~~the~~consolidated ~~facility~~balance ~~rent-free,~~sheet ~~shares~~related ~~space~~to ~~and resources with Avini, and Avini pays all lease and office-related~~such ~~expenses~~purchases. ~~While~~Subsequent ~~sales~~ to ~~Avini~~March ~~are~~31, ~~expected~~2025, tothe ~~decline~~Company ~~beginning~~repaid Avini in ~~2024~~full asin ~~Avini~~settlement ~~manufactures~~of ~~its~~amounts ~~own~~owed ~~products,~~for ~~the~~prior ~~Company~~raw ~~benefits~~material purchases. ~~from~~As ~~reduced~~of ~~operating~~the ~~costs~~date ~~and~~of ~~continued~~this ~~access~~filing, tono ~~manufacturing~~amounts ~~capabilities~~remain ~~for~~outstanding ~~its~~related ~~own~~to ~~Nutra~~these ~~Pharma–branded products~~purchases.

F-24

During the first quarter of 2024, the Company reclassified a portion of previously issued convertible debts for a total of $253,000 to due to officers upon the appointment of Michael Flax as the Chief Executive Officer of the Company.

During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as of December 31, 2016. ~~During~~The ~~2021 and 2022, the~~ Company ~~repaid~~paid $65,000 of accrued interest during 2021 and 2022, including $10,000 settled through the issuance of 12,500,000 shares of common stock in ~~2021 in~~ a related-party transaction. Atin ~~September 30~~2021, ~~2024~~ and ~~December~~paid ~~31,~~an ~~2023,~~additional ~~we owed this director accrued interest of~~ $~~184~~10,~~384~~000 ~~and~~of ~~$168,724.~~accrued ~~The~~ interest ~~expense for~~ during the three months ended ~~September~~March 3031, ~~2024~~2025. ~~and~~At ~~2023~~March ~~was $5~~31,~~413 and~~ ~~$4,808,~~2025 ~~respectively,~~ and ~~for~~December ~~the~~31, ~~nine~~2024, ~~months~~we ~~ended~~owed ~~September~~this ~~30,~~director ~~2024~~accrued ~~and~~interest ~~2023~~of ~~was~~ $15185,~~660~~546 and $13189,~~862, respectively~~961.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had the following related party balances:

SCHEDULE OF RELATED PARTY BALANCES

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Deferred revenue to a related party	$	236,415	$	233,331
Account receivable – related party, net	$	14,766	$	5,800
Due to officers		1,162,182		659,433
Due to a related party		13,000		-
Accrued payroll due to officers		1,580,790		1,373,693
Due to officers (See Note 5)		1,321,067		1,239,264
Accrued interest to a related party		184,384		168,724
Accrued payroll due to officers		1,699,081		1,641,554
Accrued interest to a related party		185,546		189,961
Additional paid in capital – related party debt forgiveness		-		240,557

For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, we had the following related party transactions:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	September 30, 2024		September 30, 2023
	March 31, 2025		March 31, 2024
Net sales to a related party	$	3436,~~476~~420	$	8834,~~215~~949
Bad debt expense (recovery)- related party		-		-
Raw materials purchased from a related party		13,000		-
Interest expense to a related party		5,~~413~~585		45,~~808~~048

For the nine months ended September 30, 2024 and 2023, we had the following related party transactions:

	September 30, 2024		September 30, 2023
Net sales to a related party	$	106,184	$	301,206
Bad debt expense (recovery)- related party		-		105,465
Interest expense to a related party		15,660		13,862

These transactions were not conducted at arm’s length and therefore may not reflect the terms that would have been agreed to with an unrelated third party.

14. RESEARCH SERVICES AGREEMENT WITH STEMSATION

On July 1, 2024, the Company entered into a one-year Research Services Agreement with StemSation to provide research and development services related to certain StemSation technologies. Under the agreement, the Company was entitled to receive $200,000 for services, payable upon execution and as requested. Revenue was recognized ratably at $50,000 per quarter over the original contractual term. The agreement was terminated effective March 31, 2025. During the ~~third~~first quarter of ~~2024~~2025, ~~the Company received~~ $~~100,000 under the agreement, of which $~~50,000 was recognized as other income in the accompanying condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March ~~2024~~31, ~~respectively,~~2025. ~~and~~The ~~the remaining~~ $50,000 amount was ~~recorded~~included asin ~~deferred revenue~~ other receivables as of ~~September~~March 3031, ~~2024~~2025 inon the ~~accompanying~~ condensed consolidated balance ~~sheets~~sheet.

F-28

15. SUBSEQUENT EVENTS

Convertible Promissory Notes

During ~~the~~April ~~fourth~~through ~~quarter~~August 2025, an aggregate of ~~2024~~$422,500 wehas ~~issued~~been funded pursuant to two convertible promissory notes originated in February and June 2025 to ~~the~~an unrelated third ~~parties~~party for a total commitment of up to $63855,~~250~~000, ~~with~~to be funded in tranches. The notes carry an original ~~issuance~~issue discount of $815%,~~250~~ applied at the time of funding for each tranche. Each tranche matures one year from its respective execution and funding date. The ~~Noteholders~~noteholder ~~have~~has the ~~right~~option to convert the ~~note~~outstanding principal into shares of Common Stock at a ~~fixed~~ conversion price of of $0.0005 per share. ~~The~~If ~~notes~~any tranches are ~~due~~missed ~~one~~or ~~year~~delayed ~~from~~by more than 10 business days, the ~~execution~~fixed ~~and~~conversion ~~funding~~price will be adjusted to $0.0008 per share for any missed tranche as a penalty. Of the total proceeds funded to date, $112,500 was received late. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. ~~The~~Both ~~notes~~the original issue discount and the issuance-related costs are inbeing ~~default~~amortized ~~and~~over inthe ~~negotiation~~ term of ~~settlement~~each tranche.

In January 2025, we issued a convertible promissory note to an unrelated third party for $345,639 with original issuance discount of $45,083. The noteholder has the option to convert the outstanding principal into shares of Common Stock at a conversion price of $0.0005 per share. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original issue discount and the issuanceF-~~related costs are being amortized over the term of the note. The notes are due one year from the execution and funding of the notes.~~25

~~Between~~During ~~February~~April and ~~June~~May 2025, we issued ~~two~~ convertible promissory notes to an unrelated third ~~party~~parties for a total ~~commitment~~ of ~~up to~~ $~~855~~46,000~~, to~~ bewith ~~funded~~original inissuance ~~tranches. As~~ discount of ~~the filing date of this report, an aggregate of~~ $~~592~~6,~~500 has been funded~~000. The ~~notes~~Noteholders ~~carry~~have ~~an original issue discount of 15%, applied at~~ the ~~time~~right ~~of funding for each tranche. Each tranche matures one year from its respective execution and funding date. The noteholder has the option~~ to convert the ~~outstanding~~notes ~~principal~~ into shares of ~~common~~Common ~~stock~~Stock at a ~~conversion price of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, the~~ fixed conversion price ~~will~~of ~~be adjusted to~~ $0.~~0008~~0007 per share ~~for any missed tranche as a penalty~~. InThe ~~connection with the issuance of the~~ notes, weare ~~paid~~due ~~10%~~one ofyear ~~the~~from ~~proceeds to a third party, which has been recorded as a debt discount. Both~~ the ~~original~~execution ~~issue discount~~ and ~~the~~funding ~~issuance-related~~of ~~costs are being amortized over~~ the ~~term of each tranche~~notes.

During ~~April~~September to November 2025, we issued convertible promissory notes to unrelated third parties for a total of $4075,~~250~~900 with original issuance ~~discount~~ discount of $59,~~250~~900. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.~~0007 per~~0008 per share. The notes are due one year from the execution and funding of the notes.

F-29

Promissory Notes

In ~~October~~September ~~2024~~2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $99147,~~400~~200 of the Company’s future receivables in exchange for total proceeds of $70112,~~000~~650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $99147,~~400~~ 200 was collected. In connection with this transaction, the Company recorded a total debt discount of $3034,~~850~~550 related to loan ~~origination~~ origination fees and issuance costs, which is being amortized over the term of the agreement.

In December 2024, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $68,500 of the Company’s future receivables in exchange for total proceeds of $50,000, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $68,500 was collected. In connection with this transaction, the Company recorded a total debt discount of $19,500 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement.

Settlement of Convertible Notes Receivable

During May 2025, we purchased a convertible note from StemSation for $28,750, with original issuance discount of $3,750. The notes are convertible into common shares for $0.005 per common share and mature in one year from the funding of the notes. The original issuance discount is amortized over the lives of the notes.

Settlement of Promissory Note Litigation

~~At September 30, 2024, the Company had a promissory note with a principal balance of $91,156 and accrued interest of $81,914, which was subject to litigation (See Note 6 and Note 12).~~ On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement was $178,522, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms. Payments totaling $6090,000 were made in full during the period from June through ~~November~~February ~~2025~~2026.

Restatements of One Convertible Promissory Note

In February ~~2025~~2026, ~~the~~a convertible promissory note of $~~230~~264,~~000~~500 was further restated to extend its maturity date to February 2027, with the principal balance of $~~230~~264,~~000~~500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee.

~~Settlement~~Debt ~~Discussions~~Settlement and Stock Issuance

~~Subsequent~~In toJanuary ~~period end~~2026, the Company entered into a settlement ~~discussions~~agreement with athe ~~counterparty~~holder inof ~~connection~~certain ~~with~~promissory anotes ~~dispute~~originally ~~arising~~issued in ~~the~~2021 ~~ordinary~~and ~~course of business~~2022. As of the settlement date, ~~these~~the ~~financial~~aggregate ~~statements~~carrying ~~were~~value ~~issued,~~of the ~~terms~~outstanding debt was approximately $175,000, which included an original issuance discount of ~~any~~$25,000. ~~potential~~Pursuant to the settlement, ~~had~~all ~~not~~outstanding ~~been~~notes ~~finalized,~~ were cancelled and extinguished. In exchange, the Company agreed ~~was~~to ~~unable~~(i) topay ~~reasonably~~$20,000 ~~estimate~~in ~~the~~cash, ~~timing~~payable orin ~~outcome~~four monthly installments of ~~these~~$5,000, ~~negotiations~~and (ii) issue 60,000,000 shares of the Company’s common stock. ~~Based~~The onCompany ~~information~~made ~~currently~~the ~~available~~first $5, ~~management~~000 ~~does~~payment ~~not~~in ~~believe~~January ~~that~~2026, and the ~~ultimate~~remaining ~~resolution~~installment ofpayments ~~this~~are ~~matter~~scheduled ~~will~~through April ~~have~~2026. aThe ~~material~~common ~~adverse~~shares ~~effect~~issued in connection with the settlement were valued based on the Company’s ~~financial~~trading price of $0.0002 ~~position~~per share, ~~results~~resulting in an aggregate fair value of ~~operations~~approximately $12,000. orWe ~~cash~~will ~~flow;~~recognize ~~however,~~a ~~there~~gain ~~can~~on bedebt nosettlement ~~assurance~~equal ~~regarding~~to the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final ~~outcome~~installment payment.

~~F-30~~Consulting agreement and Stock Issuance

On May 1, 2025, the Company entered into a consulting agreement for services. Under the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation for services over an initial 12-month period, including an initial issuance of 100,000,000 shares and monthly issuances of 20,000,000 shares beginning July 1, 2025. The agreement may be terminated by either party with 30 days’ notice. As of the date of this report, no shares have been issued under this agreement. The Company will recognize compensation expense for these services based on the fair value of the shares when issued or earned as the services are performed.

F-26

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

Introduction

Our business during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 has focused upon marketing our homeopathic drugs for the treatment of pain:

	●	Nyloxin (Stage 2 Pain)
	●	Nyloxin Extra Strength (Stage 3 Pain)
	●	Pet Pain–Away
	●	Equine Pain–Away
	●	Luxury Feet

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and thereafter, the following has occurred:

OnWe ~~March~~are ~~22,~~currently ~~2024,~~expanding weproduction ~~announced~~capacity ~~that~~in weour ~~had~~facility ~~reached~~to aallow ~~settlement~~spot inproduction ~~the~~of ~~civil~~our ~~lawsuit~~products ~~brought~~and byprivate ~~the~~label ~~SEC~~brands.

Nyloxin/Nyloxin Extra Strength

We offer Nyloxin/Nyloxin Extra Strength as our over-the-counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

Nyloxin and Nyloxin Extra Strength are available as a two-ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one-month supply.

Nyloxin and Nyloxin Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen-based pain relievers, the Nyloxin products provide an alternative that does not rely on opiates or non-steroidal anti-inflammatory drugs, otherwise known as NSAIDs, for their pain-relieving effects. Nyloxin also has a well-defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

	●	safe and effective;
	●	all natural;
	●	long-acting;
	●	easy to use;
	●	non-narcotic;
	●	non-addictive; and
	●	analgesic and anti-inflammatory.

Potential side effects from the use of Nyloxin are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

The primary difference between Nyloxin and Nyloxin Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin and Nyloxin Extra Strength are as follows:

Nyloxin

	●	Topical Gel: 30 mcg/mL
	●	Oral Spray: 70 mcg/mL

Nyloxin Extra Strength

	●	Topical Gel: 60 mcg/mL
	●	Oral Spray: 140 mcg/mL

In December 2011, we began marketing Nyloxin and Nyloxin Extra Strength at www.nyloxin.com. Both Nyloxin and Nyloxin Extra Strength are packaged in a roll-on container, squeeze bottle and as an oral spray. Additionally, Nyloxin topical gel is available in an 8 ounce pump bottle.

We are currently marketing Nyloxin and Nyloxin Extra Strength as treatments for moderate to severe chronic pain. Nyloxin is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin Extra Strength is available as an oral spray and gel application for treating the same physical indications but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

The Nyloxin products are available for sale on the www.Nyloxin.com website, the Nyloxin Amazon storefront at www.Amazon.com/nyloxin and on the Walmart Marketplace. Nyloxin is also sold in physician offices, clinics and small-chain pharmacies.

Nyloxin Military Strength

In December 2012, we announced the availability of Nyloxin Military Strength for sale to the United States Military and Veteran’s Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin Military Strength represents the strongest version of Nyloxin available and is approximately twice as strong as Nyloxin Extra Strength. We are working with outside consultants to register Nyloxin Military Strength and the other Nyloxin products for sale to the US government and the various arms of the military as well as the Veteran’s Administration. In February of 2018, Nyloxin was added to the Federal Supply Schedule but was subsequently removed the following week without an adequate explanation. We have continued to work with our consultants to understand why our products were improperly removed the Federal Supply Schedule and when we may be able to get re-listed on the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military.

International Sales

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin in India. We are actively seeking new distribution partners in India.

On May 14, 2015 we announced that we had engaged the Nature’s Clinic to begin the process of regulatory approval of our Company’s Over–the–Counter pain drug, Nyloxin for marketing and distribution in Canada. The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse. Due to lack of funding and then the subsequent COVID crisis, we have waited to complete the approval process to begin distributing Nyloxin and expect to re-engage in the process in 2026.

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

Pet Pain–Away

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away. Pet Pain–Away is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016.

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com, Chewy.com, and www.petpainaway.com.

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com and through www.petpainaway.com

Luxury Feet

In June of 2017, we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. We announced the official marketing launch of Luxury Feet in March of 2021. The product is currently available through www.luxuryfeet.com and on Amazon.

Equine Pain-Away (Formerly Equine Nyloxin)

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin. We had been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin represents the Company’s first topical solution for the animal market. Equine Nyloxin was rebranded as Equine Pain-Away™ and officially rolled into the market in October of 2019. Equine Pain-Away is being marketed through several retailers and online at www.EquinePainAway.com and on Amazon.

Drug Discovery and Pipeline

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

RPI–MN

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

RPI–78M

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

RPI–MN and RPI–78M possess several desirable properties as drugs:

● They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

● They display no serious adverse side effects following years of investigations in humans and animals.

● They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs’ stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

● RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

● They are easy to administer.

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. Our goal is to initiate these trials in 2026.

Critical Accounting Policies and Estimates

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on ~~November~~February 2417, ~~2025~~2026. We evaluated the applicability of ASU ~~2016~~No. 2023-0307, ~~Intangibles~~Codification ~~– Goodwill~~Improvements ~~and~~to ~~Other~~Segment Reporting (Topic ~~350~~280): ~~Simplifying~~(“ASU ~~the~~2023-07”), ~~Transition~~which toprovides ~~the~~clarifications ~~Equity~~and ~~Method~~improvements ofto ~~Accounting,~~the ~~which~~existing ~~became~~segment reporting ~~effective~~requirements. ~~for~~The usadoption resulted in ~~2023,~~expanded ~~and determined~~segment ~~that~~disclosures; however, it did not ~~impact~~have ~~our~~a ~~financial~~material ~~statements~~impact. Accordingly, there were no material changes to our accounting policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

Results of Operations – Comparison of Three-Month Periods Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Net sales to unrelated customers were $7473,~~994~~974 for the three months ended ~~September~~March 3031, ~~2024~~2025, compared to $5137,~~612~~732 for the same period in ~~2023~~2024—an increase of $2336,~~382~~242, or approximately 4596.305%. The increase was driven by higher private label customer order volumes and the timing of orders during the current quarter.

Net sales to a related party, Avini Health (Avini), were $3436,~~476~~420 for the three months ended ~~September~~March 3031, ~~2024~~2025, compared to $8834,~~215~~949 for the ~~same~~ same period in ~~2023~~2024—a ~~decrease~~slight increase of $531,~~739~~471, or approximately 604.9221%. ~~There~~Avini isbegan amanufacturing ~~decline~~certain products in September 2023, and sales toduring ~~Avini,~~the ascurrent ~~Avini~~quarter ~~has~~remained ~~begun~~comparable ~~manufacturing its~~to ~~own~~the ~~products~~prior-year period.

Cost of sales for the three–month period ended ~~September~~March 3031, ~~2024~~2025 is $2342,~~777~~063 compared to $2437,~~845~~484 for the three–month period ~~September~~March 3031, ~~2023~~2024. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the three–month period ended ~~September~~March 3031, ~~2024~~2025 is $7068,~~693~~331 or 6461.5890% compared to $~~114~~35,~~982~~197 or 8248.3343% for the three–month ~~period~~ period ended ~~September~~March 3031, ~~2023~~2024. ~~The~~This ~~decline in~~ gross margin ~~was~~includes ~~primarily~~reserves ~~attributable~~of to$5,000 in the ~~recording~~current ofquarter aand $15,000 ~~reserve~~in ~~for~~the ~~undelivered~~prior-year quarter for undelivered venom and slow-moving inventory ~~during the three-month period~~, ~~which~~with ~~did~~a ~~not~~higher ~~occur~~reserve recorded in the prior-year period. Excluding ~~this~~the ~~$15,000~~ reserve, gross margin for the current quarter (66.43%) would be comparable to the prior-year period (69.06%), ~~primarily~~with ~~reflecting~~the ~~lower~~modest ~~manufacturing~~variance ~~costs~~primarily ~~associated with sales~~ attributable to ~~a related~~slightly ~~party~~higher ~~that~~manufacturing ~~began~~costs related to ~~decline~~private ~~during~~label ~~the~~product ~~third~~sales ~~quarter~~to ofunrelated ~~the prior year~~parties.

Selling, general and administrative expenses ~~decreased~~increased by $2587,~~304~~644, or 926.015%, from $~~280~~330,~~749~~506 for the quarter ended ~~September~~March 3031, ~~2023~~2024 to $~~255~~418,~~445~~150 for the quarter ended ~~September~~March 3031, ~~2024,~~2025. ~~primarily~~The ~~due~~increase towas ~~reductions~~primarily inattributable ~~certain~~to ~~payroll~~higher ~~and~~compensation ~~office-~~expense related ~~costs~~to ~~under~~officers ~~the~~appointed late ~~new~~in ~~arrangement with~~March ~~Avini~~2024, aswhich ~~well~~impacted asa anfull ~~overall~~quarter ~~decline~~ in ~~legal~~the ~~fees~~current ~~following~~period, ~~the~~as ~~settlement~~well ofas ~~the~~increased ~~Company’s~~professional ~~major~~fees ~~lawsuit~~associated inwith ~~late~~the ~~March 2024.~~Company’s ~~These~~resumption ~~decreases~~of ~~were~~SEC ~~partially~~filing ~~offset by increased compensation related to newly appointed officers~~activities.

Other income was $50,000 and $300 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. A portion of other income relates to ~~the~~ the amortization of debt discounts on convertible notes receivable, which totaled $0 and $300 for the three months ended ~~September~~March 3031, ~~2024~~ ~~and~~2025 ~~2023~~and 2024, respectively. The ~~significantly~~$50,000 ~~higher amount~~ recognized during the ~~third~~current quarter of ~~2024~~2025 was ~~primarily~~ attributable to income earned under a short-term research and development services contract.

Interest expense, including related party interest expense, ~~decreased~~increased $211,~~054~~190 or 212.4292%, from $8486,~~854~~605 for the quarter ended ~~September~~March 3031, ~~2023~~2024 to $8297,~~800~~795 for the quarter ended ~~September~~March 3031, ~~2024~~2025. This ~~decrease~~increase was primarily due to the ~~decrease~~increase in amortization of loan discounts in ~~the~~ the quarter ended ~~September~~March 3031, ~~2024~~2025 compared to the quarter ended ~~September~~March 3031, ~~2023~~2024.

We carry certain of our debentures ~~and common stock warrants~~ at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt, ~~options and~~is ~~warrants are~~ included in the value of the derivative liabilities. For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the liability related to these hybrid instruments fluctuated, resulting in a loss of $431,~~131~~007,309 and $2666,~~665~~740, respectively. Interest expense on these debentures is included in the fair value loss in the accompanying unaudited condensed consolidated statements of operations.

~~Loss~~Gain on settlement of debts for the three months ended ~~September~~March ~~2023~~31, 2024 is $121,~~500~~420 compared to no gain or loss for the three months ended ~~September 30,~~March ~~2024~~31, 2025, reflecting one debt settlement executed during the prior quarter.

As a result of the foregoing, our net loss ~~decreased~~increased by $17977,~~803~~989 or 6229.3907%, from net loss of $~~278~~426,~~486~~934 for the quarter ended ~~September~~March 3031, ~~2023~~ 2024 to a net loss of $~~260~~1,~~683~~404,923 for the quarter ended ~~September~~March 3031, ~~2024~~2025.

Results of Operations – Comparison of Nine-Month Periods Ended September 30, 2024 and 2023

Net sales to unrelated customers were $164,436 for the nine months ended September 30, 2024, compared to $158,532 for the same period in 2023—a slight increase of $5,904, or approximately 3.72%. The increase reflects normal fluctuations in customer order volumes and the timing of orders during the nine month period.

Net sales to a related party, Avini Health (Avini), were $106,184 for the nine months ended September 30, 2024, compared to $301,206 for the same period in 2023—a decrease of $195,022, or approximately 64.75%. There is a decline in sales to Avini, as Avini has begun manufacturing its own products.

Cost of sales for the nine–month period ended September 30, 2024 is $64,885 compared to $157,022 for the nine–month period September 30, 2023. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the nine–month period ended September 30, 2024 is $160,735 or 59.40% compared to $302,716 or 65.85% for the nine–month period ended September 30, 2023. The decline in gross margin was primarily attributable to the recording of a $45,000 reserve for undelivered venom and slow-moving inventory during the nine month period, which did not occur in the prior-year period. Excluding this $45,000 reserve, gross margin would have improved, primarily reflecting lower manufacturing costs associated with sales to a related party.

Selling, general and administrative expenses decreased $83,719, or 8.87%, from $944,008 for the nine months ended September 30, 2023 to $860,289 for the nine months ended September 30, 2024, primarily due to reductions in certain payroll and office-related costs under the new arrangement with Avini, as well as an overall decline in legal fees following the settlement of the Company’s major lawsuit in late March 2024. These decreases were partially offset by increased compensation related to newly appointed officers. In addition, we had a bad debt expense of $0 and $105,465 from the receivables from companies controlled by the Company’s former CEO for the nine months ended September 30, 2024 and 2023, respectively.

Other income was $53,450 and $33,094 for the nine months ended September 30, 2024 and 2023, respectively. A portion of other income relates to the amortization of debt discounts on convertible notes receivable, which totaled $3,450 and $4,350 for the nine months ended September 30, 2024 and 2023, respectively. A portion of other income was primarily attributable to services rendered in exchange for a convertible note receivable during the nine period of 2023 and to income earned under a short-term research and development services contract during current quarter.

Interest expense, including related party interest expense, decreased $61,478 or 19.34%, from $317,929 for the nine months ended September 30, 2023 to $256,451 for the nine months ended September 30, 2024. This decrease was primarily due to the decrease in amortization of loan discounts in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

We carry certain of our debentures and common stock warrants at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt, options and warrants are included in the value of the derivative liabilities. For the nine months ended September 30, 2024 and 2023, the liability related to these hybrid instruments fluctuated, resulting in a loss of $166,121 and $116,850, respectively. Interest expense on these debentures is included in the fair value loss in the accompanying unaudited condensed consolidated statements of operations.

Loss on settlement of debts and accrued expenses decreased by $15,770, from a loss of $1,850 for the nine months ended September 30, 2023 to a net gain of $13,920 for the nine months ended September 30, 2024. This change was primarily attributable to a one-time gain resulting from a debt settlement executed through the issuance of common stock during the first quarter of 2024, driven by fluctuations in the Company’s stock price.

As a result of the foregoing, our net loss decreased by $95,536 or 8.31%, from net loss of $1,150,292 for the nine months ended September 30, 2023 to a net loss of $1,054,756 for the nine months ended September 30, 2024.

Liquidity and Capital Resources

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended ~~September~~March 3031, ~~2024~~2025, we have an accumulated deficit of $7677,~~000~~636,~~230~~060 at ~~September~~March 3031, ~~2024~~2025. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $1416,~~902~~296,~~502~~563 and a stockholders’ deficit of $1416,~~819~~212,~~564~~837 at ~~September~~March 3031, ~~2024~~2025.

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of the date of the filing of this report, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern. In addition, our common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes.

Current operations are primarily being funded through a combination of product sales, promissory notes and convertible notes. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we raised $~~174~~423,~~000~~556 through the issuance of convertible notes ~~and $69,840 through the issuance of a promissory notes~~.

We expect to utilize the proceeds from these funds and additional capital to manufacture Nyloxin and Pet Pain–Away and reduce our debt level. We estimate that we will require approximately $~~600~~1,200,000 to fund our existing operations over the next twelve months. These costs include: (i) compensation for six (6) full-time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin and Pet Pain-Away are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

Uncertainties and Trends

Our operations and possible revenues are dependent now and in the future upon the following factors:

	●	Whether we successfully develop and commercialize products from our research and development activities.
	●	If we fail to compete effectively in the intensely competitive biotechnology area, our operations and market position will be negatively impacted.
	●	If we fail to successfully execute our planned partnering and out-licensing of products or technologies, our future performance will be adversely affected.
	●	The recent economic downturn and related credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market.
	●	Biotechnology industry related litigation is substantial and may continue to rise, leading to greater costs and unpredictable litigation.
	●	The decline in sales to Avini, as Avini has begun manufacturing its own products. This shift is expected to reduce our revenues going forward and may require us to develop new customer relationships or product lines to offset the reduction.
	●	If we fail to comply with extensive legal/regulatory requirements affecting the healthcare industry, we will face increased costs, and possibly penalties and business losses.

Off–Balance Sheet Arrangements

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

	●	An obligation under a guarantee contract.
	●	A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.
	●	Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.
	●	Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the audited Consolidated Financial Statements and related notes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~September~~March 3031, ~~2024~~2025, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer~~/Chief Financial Officer~~, of the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025, as defined in Rule 13a–15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer~~/Chief Financial Officer~~, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of ~~September~~March 3031, ~~2024~~2025. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the quarter ended ~~September~~March 3031, ~~2024~~2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Marc Weller v. Nutra Pharma Corporation, Case No. CACE-24-018346

In January 2026, the Company entered into a settlement agreement with Marc Weller resolving litigation in Broward County, Florida. Pursuant to the settlement, the Company agreed to cancel and extinguish outstanding notes with an aggregate carrying value of approximately $175,000 in exchange for $20,000 in cash (payable in installments through April 2026) and the issuance of 60 million shares of common stock.

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

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Settlement Discussions

The Company is currently engaged in settlement discussions with a counterparty relating to a dispute arising in the ordinary course of business. The terms of any potential resolution have not been finalized, and the Company cannot presently predict the outcome or timing of these negotiations. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on its financial position, results of operations, or cash flows; however, no assurance can be given.

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

There were no unregistered sales of equity securities.

Item 3. Defaults Upon Senior Securities

As of March 31, 2025, certain of the Company’s promissory notes and convertible promissory notes were in default. The Company is currently negotiating settlements with the respective noteholders. Additional information regarding these notes is included in Note 6 – Debt ~~owed~~Notes to athe ~~Director~~condensed consolidated financial statements included in Part I of this report.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Title
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

	~~NUTRA PHARMA CORP.~~	NUTRA PHARMA CORP.
	~~Registrant~~	Registrant
Dated: January 2, 2026	/s/ Michael Flax, DDS
Dated: March 11, 2026		/s/ Michael Flax, DDS
	~~Michael Flax, DDS~~	Michael Flax, DDS
	~~Chief Executive Officer/Chief Financial Officer~~	Chief Executive Officer/Chief Financial Officer

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Filing Compare · NUTRA PHARMA CORP