10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2022

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

Commission file number 000-54219

 

TRUTANKLESS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2137574
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14646 North Kierland Boulevard, Suite 270
Scottsdale, AZ	85254
(Address of principal executive offices)	(Zip Code)

(480) 275-7572

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of Common Stock, $0.001 par value, outstanding on May 30, 2023, was 22,857,850 shares.

TRUTANKLESS, INC.

QUARTERLY PERIOD ENDED JUNE 30, 2022

Index to Report on Form 10-Q

PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3. Quantitative and Qualitative Disclosure About Market Risk	28
Item 4. Controls and Procedures	28
PART II - OTHER INFORMATION	29
Item 1. Legal Proceedings.	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3. Defaults Upon Senior Securities.	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information.	31
Item 6. Exhibits.	32
SIGNATURES	33

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TRUTANKLESS, INC

CONSOLIDATED BALANCE SHEETS

	June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	1,992		$	38,895
Accounts receivable		4,499			5,424
Inventory		120,510			119,418
Assets of discontinued operations		-			20,831
Total current assets		127,001			184,568
Other Assets
Right to use asset		140,453			17,744
Other assets		20,184			26,439
Total other assets		160,637			44,183
Total assets	$	287,638		$	228,751
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		956,840			888,531
Accounts payable and accrued liabilities - related party		139,100			129,700
Lease liability		60,932			19,960
Accrued interest payable - related party		83,993			77,419
Notes payable - related party		136,450			106,350
Notes payable, net of debt discount		763,840			799,377
Convertible notes payable, net of debt discount		1,254,771			1,031,432
Convertible notes payable - related party		1,436,180			-
Liabilities of discontinued operations		-			758,279
Total current liabilities		4,832,106			3,811,048
Lease liability - long-term		76,367			-
Notes payable - long term, net of debt discount		-			201,000
Notes payable - related party, non current		110,500			110,500
Total long-term liabilities		186,867			311,500
Total liabilities		5,018,972			4,122,548
Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		-			-
Series B Preferred stock, $0.001 par value, 10,000 shares authorized, 10,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		10			10
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 20,387,667 and 20,217,577 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		20,387			20,217
Additional paid in capital		54,317,838			54,170,266
Subscriptions payable		3,758,031			2,288,551
Accumulated deficit		(62,827,600	)		(60,372,841	)
Total stockholders' deficit		(4,731,334	)		(3,893,797	)
Total liabilities and stockholders' deficit	$	287,638		$	228,751

See accompanying notes to the consolidated financial statements.

3

TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended						For the six months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenue	$	4,332		$	9,976		$	20,012		$	182,814
Cost of goods sold		(3,652	)		(4,880	)		(10,404	)		(139,972	)
Gross profit		680			5,096			9,608			42,842
Operating expenses
General and administrative		1,003,051			264,304			2,153,683			620,913
Research and development		73,872			36,274			119,030			176,764
Professional fees		20,667			452,366			60,579			1,717,740
Total operating expenses		1,097,590			752,944			2,333,292			2,515,417
Loss from operations		(1,096,910	)		(747,848	)		(2,323,684	)		(2,472,575	)
Other income (expenses)
Interest expense		(323,417	)		(660,553	)		(496,027	)		(1,102,570	)
Gain/Loss on change of derivative liability		-			-			-			149,798
Loss on extinguishment of notes payable		-			-			-			(260,000	)
Total income (expenses)		(323,417	)		(660,553	)		(496,027	)		(1,212,772	)
Net loss before tax provision		(1,420,327	)		(1,408,401	)		(2,819,711	)		(3,685,347	)
Tax provision		-			-			-			-
Net loss from continuing operations	$	(1,420,327	)	$	(1,408,401	)	$	(2,819,711	)	$	(3,685,347	)
Net loss from discontinued operations before tax provision		-			-			(26,489	)		-
Tax provision for discontinued operations		-			-			-			-
Net loss from discontinued operations	$	-		$	-		$	(26,489	)	$	-
Net loss	$	(1,420,327	)	$	(1,408,401	)	$	(2,846,200	)	$	(3,685,347	)
Net loss per common share from continuing operations - basic and diluted	$	(0.07	)	$	(0.13	)	$	(0.14	)	$	(0.36	)
Net loss per common share from discontinued operations- basic and diluted	$	-		$	-		$	-		$	-
Net loss per common share - basic and diluted	$	(0.07	)	$	(0.13	)	$	(0.14	)	$	(0.36	)
Weighted average number of common shares outstanding - basic and diluted		20,387,793			10,483,207			20,319,142			10,199,140

See accompanying notes to the consolidated financial statements.

4

TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Preferred Stock				Common Stock					Additional Paid-in		Subscriptions		Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount		Capital		Payable		Deficit			Deficit
Balance, December 31, 2021		10,000		10		20,217,577			20,217		54,170,266		2,288,551		(60,372,841	)		(3,893,797	)
Stock issued for services		-		-		5,000			5		4,995		608,990		-			613,990
Shares issued for debt discount		-		-		165,216			165		122,982		-		-			123,147
Spin-off of Notation labs		-		-		-			-		-		-		391,441			391,441
Rounding shares cancellation		-		-		(126	)		-		-		-		-			-
Imputed interest		-		-		-			-		19,595		-		-			19,595
Net loss		-		-		-			-		-		-		(1,425,873	)		(1,425,873	)
Balance, March 31, 2022		10,000		10		20,387,667			20,387		54,317,838		2,897,541		(61,407,273	)		(4,171,497	)
Stock issued for services		-		-		-			-		-		642,990		-			642,990
Shares issued to extend notes		-		-		-			-		-		217,500		-			217,500
Net loss		-		-		-			-		-		-		(1,420,327	)		(1,420,327	)
Balance, June 30, 2022		10,000		10		20,387,667			20,387		54,317,838		3,758,031		(62,827,600	)		(4,731,334	)

	Preferred Stock				Common Stock				Additional Paid-in		Subscriptions			Accumulated			Total  Stockholders'
	Shares		Amount		Shares		Amount		Capital		Payable			Deficit			Deficit
Balance, December 31, 2020		10,000		10		9,225,909		9,216		39,961,989		658,374			(34,702,928	)		5,926,661
Stock issued for cash		-		-		218,750		219		174,781		205,000			-			380,000
Stock issued for services		-		-		271,250		271		1,474,796		-			-			1,475,067
Shares issued for beneficial conversion feature		-		-		199,898		200		382,840		(74,780	)		-			308,260
Shares issued for extinguishment of notes		-		-		-		-		-		460,000			-			460,000
Derivative liability written off to additional paid in capital		-		-		-		-		152,451		-			-			152,451
Net loss		-		-		-		-		-		-			(2,276,946	)		(2,276,946	)
Balance, March 31, 2021		10,000		10		9,915,807		9,907		42,146,857		1,248,594			(36,979,874	)		6,425,493
Stock issued for cash		-		-		536,574		537		428,722		(35,000	)		-			394,259
Stock issued for services		-		-		-		-		-		177,500			-			177,500
Shares issued for beneficial conversion feature		-		-		5,200		5		159,756		214,050			-			373,811
Shares issued for extinguishment of notes		-		-		275,000		275		439,725		(440,000	)		-			-
Derivative liability written off to additional paid in capital		-		-		-		-		152,451		-			-			152,451
Net loss		-		-		-		-		-		-			(1,408,401	)		(1,408,401	)
Balance, June 30, 2021		10,000		10		10,732,581		10,723		43,327,511		1,165,144			(38,388,275	)		6,115,113

See accompanying notes to the consolidated financial statements.

5

TRUTANKLESS, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months ended
	June 30, 2022			June 30, 2021
Cash Flows from Operating Activities
Net loss from continuing operations	$	(2,819,711	)	$	(3,685,347	)
Net loss from discontinued operations		(26,489	)		-
Adjustments to reconcile net loss to net cash provided by operating activities:
Imputed interest		19,595			-
Shares issued for services		1,256,980			1,652,567
Gain/Loss on change in derivative liability		-			(149,798	)
Shares issued to extend debt		217,500			-
Loss on extinguishment of notes payable and accrued expenses		-			260,000
Depreciation and amortization		6,255			5,595
Non cash operating lease expense		(5,371	)		(236	)
Amortization of debt discount		88,234			881,507
Changes in assets and liabilities
Accounts receivable		925			109,966
Inventory		(1,092	)		(410,260	)
Prepaid expenses		-			(29,241	)
Accounts payable and accrued liabilities		61,783			161,730
Accounts payable and accrued liabilities - related party		15,974			-
Interest payable - related party		6,526			26,179
Operating cash flow from continued operations		(1,178,891	)		(1,177,338	)
Operating cash flow from discontinued operations		(10,667	)		-
Net cash used in operating activities		(1,189,558	)		(1,177,338	)
Cash Flows from Investing Activities:
Purchase of fixed assets		-			(25,298	)
Net cash used in investing activities		-			(25,298	)
Cash Flows from Financing Activities:
Proceeds from convertible notes payable		350,000			418,250
Repayments of convertible notes payable		(35,381	)		(592,213	)
Proceeds from convertible notes payable - related party		1,063,680			-
Proceeds from notes payable		-			829,358
Repayments from notes payable		(292,904	)		(74,674	)
Proceeds from notes payable - related party		30,100			-
Proceeds from sale of common stock, net of offering costs		-			774,259
Financing cash flows from continued operations		1,115,495			1,354,980
Financing cash flows from discontinued operations		37,160			-
Net cash provided by financing activities		1,152,655			1,354,980
Net decrease in cash		(36,903	)		152,344
Cash of continuing operations, beginning of period		38,895			151,628
Cash, end of period	$	1,992		$	303,972
Supplemental disclosure of cash flow information
Cash paid for interest	$	129,182		$	76,265
Cash paid for taxes	$	-		$	-
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Derivative liability written off to additional paid in capital	$	-		$	152,451
Notes and accrued interest settled with stock	$	-		$	200,000
Recognition of debt discount	$	-		$	484,993

See accompanying notes to the consolidated financial statements.

6

TRUTANKLESS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended June 30, 2022 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2021, as filed with the SEC.

The consolidated balance sheet as of December 31, 2021, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2022.

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

Spinoff - On January 24, 2022, the Company completed the previously announced spin-off of its subsidiary Notation Labs Inc into a stand-alone company. The historical results of Notation Labs Inc that were contributed to Trutankless Inc in the spinoff have been reflected as discontinued operations in our condensed consolidated financial statements through the date of the spinoff and in the prior year periods as the spinoff represents a strategic shift in our business that has a major effect on operations and financial results. As of June 30, 2022, the assets and liabilities associated with these Notation Labs Inc. are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. The disclosures presented in our notes to the interim condensed consolidated financial statements are presented on a continuing operations basis.

7

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Use of estimates

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

Cash and cash equivalents

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

Stock-based compensation

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

Income Taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of June 30, 2022.

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

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of June 30, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There are 9,664,713 additional shares issuable in connection with outstanding warrants, stock payable, and convertible debts as of June 30, 2022.

8

Accounts receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $179,381 and $179,381 at June 30, 2022 and December 31, 2021, respectively.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $1,720 and $5,859 during the six months ended June 30, 2022 and 2021, respectively.

Research and development costs

The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $119,030 and $176,764 for the six months ended June 30, 2022 and 2021, respectively. 

Inventory

Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value).

Revenue recognition

We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

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

Fair value of financial instruments

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

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

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

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

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

9

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as June 30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at June 30, 2022 and December 31, 2021.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In August 2020, the FASB issued 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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

10

NOTE 2 – SPIN-OFF OF NOTATION LABS INC.

On January 24, 2022, the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone company. Each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. In contemplation of the Spin-off, the Notation Labs business, the historical results of operations, assets and liabilities, and the cash flows of Notation Labs are reflected as discontinued operations. Prior to the Separation, net assets attributable to Notation Labs were as follows:

Assets
Cash and cash equivalents	79,517
Due to related party	486,500
Total Assets of Discontinued Operations	566,017
Liabilities
Trade accounts payable and accrued liabilities	75,918
Due to related party	200
Notes payable - related party	400,000
Notes payable	21,340
Royalty liability	460,000
Total current liabilities of discontinued operations	957,458
Net liabilities spun off to shareholders	(391,441	)

Discontinued Operations

The components of assets and liabilities of discontinued operations that are stated separately as of December 31, 2021 in the Consolidated Balance Sheets are comprised of the following items:

	December 31
	2021
Assets
Cash and cash equivalents		20,831
Total Assets of Discontinued Operations
Liabilities
Trade accounts payable and accrued liabilities		76,739
Due to related party		200
Notes payable - related party		200,000
Notes payable		21,340
Royalty liability		460,000
Total current liabilities of discontinued operations		758,279

11

The components of loss from discontinued operations, net of tax for the Notation Labs business are as follows:

	June 30,
	2022
Selling, general and administrative		683
Research and development		25,804
Other (income) expense, net		2
loss from discontinued operations before taxes		26,489
Taxes on income		-
Loss from discontinued operations, net of taxes		26,489

The components of cashflows from discontinued operations for the Notation Labs business are as follows:

	June 30,
Cash Flows from Operating Activities:	2022
Retained earnings transferred to Notation labs		391,441
Net assets transferred to Notation labs		134,831
Net liabilities transferred to Notation labs		(536,114	)
Accounts payable and accrued liabilities		(825	)
Net transfers to Notation Labs included in Net Cash used in operating activities included in Discontinued Operations		(10,667	)
Cash Flows from Financing Activities:
Proceeds from notes payable related party		(114,000	)
Net transfer to Notation labs from financing activities		151,160
Net transfers to Notation Labs included in Net Cash Provided by Financing activities Discontinued Operations		37,160

NOTE 3 - GOING CONCERN

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

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2022, the Company had $1,992 cash on hand. At June 30, 2022 the Company has an accumulated deficit of 62,831,365. For the six months ended June 30, 2022, the Company had a net loss of $2,849,965, and cash used in operations of $1,189,558. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

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

NOTE 4 - INVENTORY

Inventories consist of the following at:

	June 30, 2022		December 31, 2021
Finished goods		120,510		119,418
Total	$	120,510	$	119,418

12

NOTE 5 - ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following at:

	June 30, 2022			December 31, 2021
Accounts receivable		183,880			184,805
Allowance for doubtful accounts		(179,381	)		(179,381	)
Total	$	4,499		$	5,424

NOTE 6 - RELATED PARTY

Notes payable - related party consist of the following at:

	June 30, 2022			December 31, 2021
Note payable, secured, 5% interest, due May 2022	$	19,450		$	4,350
Note payable, secured, 12% interest, due May 2030		125,500			110,500
Note payable, secured, 12% interest, due April 2022		102,000			102,000
Total Notes Payable - related party	$	246,950		$	216,850
Less unamortized debt discounts		-			-
Total Notes Payable		246,950			216,850
Less current portion		(136,450	)		(106,350	)
Total Notes Payable - long term	$	110,500		$	110,500

During the six months ending June 30, 2022 the Company received $15,100 under a note payable from a director of the Company. As of June 30, 2022 and December 31, 2021, the Company had one note payable due to a director of the Company in the amount of $19,450 and $4,350, respectively. The note has an interest rate of 5% and is due on demand.

As of June 30, 2022 and December 31, 2021, the Company had one note payable due to an officer of the Company in the amount of $125,500 and $110,500, respectively. The note has an interest rate of 12%and is due on demand.

On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2022. As of June 30, 2022 and December 31, 2021, the Company has received advances under the note of $102,000 and $102,000, respectively.

Interest expense associated with the related party notes for the three months ended June 30, 2022 and 2021 was $14,395 and $25,973 respectively.

Accounts payable and accrued liabilities – related party

In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less.

Rent expense associated with the lease agreement for the six months ended  June 30, 2022 and 2021 was $25,200 and $25,200, respectively. As of June 30, 2022 and December 31, 2021 the Company had amounts due associated with the lease of $81,100 and $71,700 , respectively.

13

In January 2014, the Company executed a lease agreement with Perigon Companies, LLC, a related party. The lease term is one month at a rate of $4,000 per month for a period of one month with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. The lease was terminated as of January 1, 2019.

Rent expense associated with the lease agreement for the six months ended June 30, 2022 and 2021 was $0 and $0, respectively. As of June 30, 2022 and December 31, 2021 the Company had amounts due associated with the lease of $34,500 and $34,500 , respectively.

During the six months ended June 30, 2022 and 2021 the Company received $0 and $0 in advances from a related party, respectively. As of June 30, 2022 and December 31, 2021 the Company had received advances from a related party of $23,500 and $23,500, respectively.

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following at:

	June 30, 2022			December 31, 2021
Note payable, secured, 12% interest, due June 2024	$	79,920		$	93,411
Note payable, secured, 12% interest, due June 2024		300,000			300,000
Notes payable, secured, 30% interest, due June 2021		125,000			125,000
Notes payable, secured, 12% interest, due April 2022		95,000			95,000
Notes payable, secured, 10% interest, due June 2022		-			219,333
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, unsecured, 0% interest, due on demand		13,000			13,000
Notes payable, secured, 12% interest, due June 2024		140,920			201,000
Total notes Payable	$	763,840		$	1,056,744
Less unamortized debt discounts		-			(56,367	)
Total Notes Payable		763,840			1,000,377
Less current portion		(763,840	)		(799,377	)
Total Notes Payable - long term	$	-		$	201,000

On June 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 11,250 shares of common stock (post-Split) valued at $45,900. As of December 31, 2021, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0.

On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on December 31, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to December 31, 2020 (see below) for the issuance of 6,875 shares of common stock(post-split) valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost.

On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated June 11, 2018 and January 30, 2019 into one $260,000, 12% note due June 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. . On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to June 1, 2024.  During the six months ending June 30, 2022 the Company made principal payments totaling $13,490. As of June 30, 2022 and December 31, 2021 the balance of the note was $79,920 and $93,411, respectively.

14

On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date. As of June 30, 2022, the full amounts of the debt discount have been amortized.

On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800. On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost.

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

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to June 8, 2022 for $1,250. As of June 30, 2022 and December 31, 2021 the balance of the note was $125,000 and $125,000, respectively. As of June 30, 2022 the note is in default.

On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of June 30, 2022 and December 31, 2021 the balance of the note was $95,000 and $95,000, respectively.

On June 28, 2021, the Company entered in to a $350,000 note payable, including an original issue discount of $56,892. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $39,200 beginning on August 6, 2021. As an incentive to enter into the agreement, the noteholder was also granted 157,834 shares valued at $169,198, based on market value of the shares on the date of issuance which was recognized as a debt discount. During the six months ended June 30, 2022, $56,367 of the discount was amortized and the note was shown net of unamortized discount of $0. During the six months ending June 30, 2022 the Company made principal payments totaling $219,333. As of June 30, 2022 and December 31, 2021 the balance of the note was $0 and $219,333, respectively.

On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. On April 10, 2022 the note was amended to have a due date of December 7, 2023. As of June 30, 2022 and December 31, 2021 the balance of the note was $10,000 and $10,000, respectively.

On May 12, 2021, the Company entered into a $103,000, 24% note payable due on September 12, 2021.

On July 12, 2021, the Company entered into a $98,000, 12% note payable due on November 12, 2021.

15

On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a gain on extinguishment of debt of $15,643 associated with the deficit reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 100,000 shares valued at $87,000 on the date of commitment, the loan was further extended to June 1, 2024. During the six months ending June 30, 2022 the Company made principal payments totaling $60,080. As of June 30, 2022 and December 31, 2021 the balance of the note was $140,920 and $201,000, respectively.

On November 4, 2021, the Company entered into a $25,000, 0% note payable due on demand. As of June 30, 2022 and December 31, 2021 the balance of the note was $13,000 and $13,000, respectively.

Interest expense including amortization of the associated debt discount for the six months ended June 30, 2022 and 2021 was $130,413 and $84,249, respectively.

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

	June 30, 2022			December 31, 2021
Convertible note payable, secured, 12% interest, due August 31, 2019, in default		50,000			50,000
Convertible note payable, secured, 12% interest, due May 2, 2023		100,000			100,000
Convertible note payable, secured, 10% interest, due April 2023		45,000			50,000
Convertible note payable, secured, 10% interest, due May 22, 2020, in default		5,000			5,000
Convertible note payable, secured, 12% interest, due Feb 15, 2024, in default		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		162,750			162,750
Convertible note payable, secured, 10% interest, due May 1, 2022		350,000			350,000
Convertible note payable, secured, 12% interest, due January 6, 2022		-			30,382
Convertible note payable, secured, 12% interest, due February 8, 2022		100,000			100,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		25,000			25,000
Convertible notes payable, secured, 10% interest, due December 2021, in default		10,000			10,000
Convertible notes payable, 8% interest, due February 2023		385,000			-
Total notes payable		1,382,750			1,033,132
Less unamortized discounts		(127,979	)		(1,700	)
Total convertible notes payable, net	$	1,254,771		$	1,031,432
Less current portion		(1,254,771	)		(1,031,432	)
Convertible notes payable, net - Long-term	$	-		$	-

On June 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $50,000 and $50,000, respectively. As of the date of filing the loan is in default.

On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of $6,250 shares (post-split) valued at $10,000 based on market value of the shares of $1.6 (post-split) on the date of issuance, was further extended to February 1, 2021, and was again extended on April 20, 2021 to May 2, 2022 for the 12,500 shares (post-split) valued at $17,000, which is included in stock payable. On May 1, 2022, for the issuance of 12,500 shares valued at $14,500 on the date of commitment, the loan was further extended to May 1, 2023.  The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $100,000 and $100,000, respectively. As of the date of filing the loan is in default.

16

On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023. As of June 30, 2022 and December 31, 2021 the balance of the note was $45,000 and $50,000, respectively. As of the date of filing the loan was in default.

On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 125 warrants (post-split) to purchase common stock at an exercise price of $8 (post-split). The note was due on May 22, 2020 and is currently in default secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 125 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $5,000 and $5,000, respectively.

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. On February 22, 2022 the due date of the note was further extended to February 15, 2024. As of June 30, 2022 and December 31, 2021 the balance of the note was $75,000 and $75,000, respectively..

On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020 and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. As of June 30, 2022 and December 31, 2021 the balance of the note was $50,000 and $50,000, respectively.

On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share (post-split). On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares (post-split) valued at $2,500, which was recognized as a debt discount. As of December 31, 2021, the shares have not been issued and were included in stock payable. As of December 31, 2021, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $25,000 and $25,000, respectively. As of the June 30, 2022 the note was in default.

On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. On the date of default, the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of December 31, 2021, the fair value of the derivative liability associated with the note of $152,451 was reclassified to additional paid in capital. As of June 30, 2022, the debt discount has been amortized in full and the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $162,750 and $162,750, respectively.

17

On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. As of June 30, 2022, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $350,000 and $350,000, respectively.

On January 6, 2021, the Company entered into a $275,000, 10% convertible note payable due January 6, 2022, including an original issue discount of $35,000. The note is convertible into shares of common stock equal to the closing bid price of common stock on the trading day immediately preceding the date of conversion. On February 7, 2021 and granted the noteholder an additional 122,857 shares of common stock (post-split) valued $167,086 and 19,000 five-year warrants exercisable at $1 (post-split) valued at $30,400. During the six months ended June 30, 2022 the Company made payments totaling $30,382 in principal, and the balance of the loan as of June 30, 2022 and December 31, 2021 was $0 and $30,382, respectively.

On February 8, 2021, the Company entered into an agreement to consolidate two notes payable above dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022. The note is convertible into shares of common stock at a conversion price of $0.80 per share (post-split). As consideration the Company issued the note holder 12,500 shares of common stock (post-split) valued at $20,000 which was recorded as financing expense. As of the December 31, 2021, the share were not issued and included in stock payable. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $20,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the six months ending June 30, 2022 the Company made interest payments totaling $5,000. As of June 30, 2022 and December 31, 2021 the balance of the note was $100,000 and $100,000, respectively.

On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share (post-split). For the six months ended June 30, 2022, the Company recorded amortization of the debt discount of $1,700. As of June 30, 2022, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $25,000 and $25,000, respectively.

On June 15, 2021, the Company entered into a $10,000, 10% note payable due on December 15, 2021. The note is convertible at $0.80 per share (post-split). As an inducement to enter into the agreement the Company also granted the noteholder 6,875 shares of common stock (post-split). The issuance of the note and shares resulted in a discount from the beneficial conversion feature totaling $5,699, including $2,151 attributable to the conversion feature and $3,548 was attributable to the shares. As of June 30, 2022 and December 31, 2021, the note balance was $10,000 and $1,000 and was shown net of unamortized discount of $0 and $0, respectively.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note and shares resulted in a total debt discount of $158,147, with $123,147 attributable to the shares. As of June 30, 2022 the balance of the note was $385,000.

Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the six months ended June 30, 2022 2021 was $96,865 and $473,895, respectively.

18

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease Agreements

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

The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978.

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

During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. During the six months ending June 30, 2022 the Company agreed to renew the lease through December 31, 2025.

In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less.

In January 2020, the Company executed a lease agreement. The lease term is 17 months at a rate of $5,805 per month and rent commencing on March 1, 2022. The Company was required to pay a $5,805.33 security deposit.

Undiscounted Cash Flows

As of June 30, 2022, the right of use asset and lease liability were shown on the consolidated balance sheet at $9,622 and $10,232, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of June 30, 2022:

Amounts due as of June 30, 2022	Operating Leases
2022		68,738
2023		63,693
2024		22,634
2025		21,886
Total minimum lease payments	$	176,951
Less: effect of discounting		(39,653	)
Present value of future minimum lease payments	$	137,298
Less: current obligations under leases		(60,932	)
Long-term lease obligations	$	76,367

Legal Matter

On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of June 30, 2022, $5,000 was paid and $20,000 remained due.

19

NOTE 9 - STOCK WARRANTS

The following is a summary of stock warrants activity during the period ended June 30, 2022

	Number of Shares		Weighted Average Exercise Price
Balance, December 31, 2021		2,510,485	$	1.85
Warrants granted and assumed		-		-
Warrants expired		-		-
Warrants canceled		-		-
Warrants exercised		-		-
Balance outstanding and exercisable, June 30, 2022		2,510,485	$	1.85

The following is a summary of stock warrants activity during the period ended December 31, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		1,848,985		$	2.16
Warrants granted and assumed		1,144,000		$	1.00
Warrants expired		-			-
Warrants canceled		-			-
Warrants exercised		(482,500	)	$	1.00
Balance outstanding and exercisable, December 31, 2021		2,510,485		$	1.85

NOTE 10 - STOCKHOLDERS’ EQUITY

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

The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable.

On March 7, 2022 the Company issued 5,000 shares of the Company’s common stock for services valued at $5,000.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock valued at $123,147 (post-split).

During the six months ending June 30, 2022 the Company agreed to issue 2,140,000 shares of common stock valued at $608,990 for services. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

20

On January 24, 2022 the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone publicly traded company. On August 20, 2020 each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. As a result of the spin-off the Notation Labs financials were deconsolidated from those of the Company and an increase of $391,441 in accumulated deficit was recorded.

During the six months ending June 30, 2022 imputed interest of $19,595 was recorded as additional paid in capital.

During the six months ending June 30, 2022 126 shares of the Company’s common stock was cancelled as rounding shares.

On May 1, 2022, the Company agreed to issue 75,000 shares (post-split) to extend a certain note payable dated May 1, 2020. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

On May 2, 2022, the Company agreed to issue 12,500 shares (post-split) to extend a certain note payable dated May 2, 2017. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

On June 1, 2022, the Company agreed to issue 100,000 shares (post-split) to extend a certain note payable dated February 2, 2018. As of June 30, 2022 the shares had not yet been issued.

During the three months ending June 30, 2022 the Company agreed to issue 2,200,000 shares of common stock valued at $642,990 for services. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

NOTE 11 - SUBSEQUENT EVENTS

 On August 1, 2022 the Company received and cancelled 126,440 shares of common stock valued at $158,050 that had previously been issued as commitment shares for a note payable.

On August 4, 2022 the Company issued 87,500 shares of the Company’s common stock to extend a certain notes payable dated May 2, 2017 and May 1, 2022.

On November 9, 2022 the Company issued 18,750 of the Company’s common stock for services.

On November 30, 2022 the Company issued 115,973 shares of the Company’s common stock to extend a certain note payable dated November 12, 2021.

On December 15, 2022 the Company issued 90,000 shares of the Company’s common stock to settle $18,000 in accrued interest due to a note holder.

On May 3, 2023 the Company issued 84,400 shares of the Company’s common stock as an incentive for a certain convertible note dated July 18, 2022.

On May 3, 2023 the Company issued 2,200,000 of the Company’s common stock for services.

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first claim was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second followed the contractors failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. The Company believes the claims related to the Company and its products are without merit.

21

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

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

· our ability to diversify our operations;

· inability to raise additional financing for working capital;

· the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

· our ability to attract key personnel;

· our ability to operate profitably;

· deterioration in general or regional economic conditions;

· adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

· changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

· the inability of management to effectively implement our strategies and business plan;

· inability to achieve future sales levels or other operating results;

· the unavailability of funds for capital expenditures;

· other risks and uncertainties detailed in this report;

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

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

22

AVAILABLE INFORMATION

The Company’s stock symbol is TKLS, and is presently traded on the OTCQB maintained by OTC Markets Group, Inc. We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.trutanklessinc.com. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request to us at Trutankless, Inc., 15720 N. Greenway Hayden Loop, Suite 2, Scottsdale, Arizona 85260.

General

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

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

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

Trutankless® Products

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

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

23

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

Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue. As of the fiscal year ended December 31, 2016, we generated $429,582 in revenue. As of the fiscal year ended December 31, 2017, we generated $695,857 in revenue. As of the fiscal year ended December 31, 2018, we generated $1,537,958 in revenue. 1, 2019, we generated $1,908,708. As of December 31, 2020, we generated $1,661,278. As of the fiscal year ended December 31, 2021, we generated $246,032 in revenue. For the six months ended June 30, 2022, we generated $20,012.

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

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

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

Industry Recognition and Awards

Trutankless® received the Best of IBS 2014 Award for Best Home Technology Product from the National Association of Home Builders (NAHB) at that year’s International Builders Show (IBS) in Las Vegas, the Governor's Award of Merit for Energy and Technology Innovation at Arizona Forward's 2014 Environmental Excellence Awards, as well as Kitchen and Bath Business Magazine’s 2014 K*BB Product Innovator’s Award Judges Choice Product.

In 2015, Trutankless was named in Buildings Magazine’s listing of “Money Savings Products” in the Energy Saving Measures category, Special Mention in the Architizer A+ Awards, Appliance Design Magazine named Trutankless among the winners of their annual Excellence in Design Award, and the editors of Green Builder Magazine named Trutankless as one of their picks as a “Hot Product”.

Consumer Reports Magazine featured Trutankless in its Top 5 Remodeling Trends for 2016, and leading home improvement website, houzz.com, honored the company with 4 consecutive “Best of Houzz” honors from 2014 through 2018.

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

Customers and Markets

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

Approximately 100% and 98% of our sales in 2022 and 2021,were to wholesale plumbing equipment distributors for commercial and residential repair and replace applications. Additionally, our products have historically been sold to various home builders throughout the United States in both single family and multi-family applications.

24

Manufacturing and Logistics

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

Recent Developments

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States (the “U.S.”), posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. The operation of all of our facilities is critically dependent on our employees who staff these locations. To ensure the wellbeing of our employees and their families, we have provided all of our employees with detailed health and safety literature on COVID-19, such as the Center for Disease Control (the “CDC”)’s industry-specific guidelines for working with the deceased who were and may have been infected with COVID-19. In addition, our procurement and safety teams have updated and developed new safety-oriented guidelines to support daily field operations and provided personal protection equipment to those employees whose positions necessitate them, and we have implemented work from home policies at our corporate office consistent with CDC guidance to reduce the risks of exposure to COVID-19 while still supporting the families that we serve.

Like most businesses world-wide, the COVID-19 Pandemic has impacted us financially; however, we cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. However, COVID-19 has caused severe disruptions in client support, development and limited access to the Company’s books and records resulting in limited support from staff and professional advisors. This has, in turn, delayed the Company’s ability to conduct necessary work to finalize its financial statements which may otherwise impact the Company’s ability to complete its Quarterly Report. Notwithstanding the foregoing, we anticipate filing our Quarterly Report on or before June 29, 2020, which is within the 45-day period from the Report’s original filing deadline of May 15, 2020, provided by SEC Release No. 34-88465.

RESULTS OF OPERATIONS

Results of Operations for the three months ended June 30, 2022 compared with the three months ended June 30, 2021.

Revenues

In the three months ended June 30, 2022, we generated $4,332 in revenues, as compared to $9,976 in revenues in the prior year. The decrease in sales was attributable to less sales of our trutankless® residential and light commercial products.

Cost of goods sold was $3,652 in the three months ended June 30, 2022, as compared to $4,880 in the three months ended June 30, 2021. This decrease in cost of goods sold was primarily attributable to a decrease in sales.

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

Expenses

Operating expenses totaled $1,101,355 during the three months ended June 30, 2022 as compared to $752,944 in the prior year. In the three-month period ended June 30, 2022, our expenses primarily consisted of General and Administrative of $1,006,816, Research and development of 73,872 and Professional fees of $20,667.

General and administrative fees increased $742,512, or approximately 281% to $1,006,816 for the three months ended June 30, 2022 from $264,304 for the three months ended June 30, 2021. This increase was primarily the result of expensing a deposit on inventory for which the inventory was never received.  

25

Research and development increased $37,598, or approximately 104% to $73,872 for the three months ended June 30, 2022 from $36,274 for the three months ended June 30, 2021. This increase is attributed primarily to the increased consulting fees associated with the Company’s research and development efforts.

Professional fees decreased $431,699, or approximately 95% to $20,667 for the three months ended June 30, 2022 from $452,366 for the three months ended June 30, 2021. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Expenses

Other expenses decreased $337,136 to $323,417 in the three months ended June 30, 2022 from $660,553 in the three months ended June 30, 2021. The decrease was the result of a decrease in notes payables with interest accruals.

Net Loss

In the three months ended June 30, 2022, we generated a net loss of $1,424,092, an increase of $15,691 from $1,408,401 for the three months ended June 30, 2021. This increase was attributable to an increase in overall expenditures.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern within one year from the date of this filing. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2022, the Company had $1,992 cash on hand. At June 30, 2022, the Company has an accumulated deficit of $62,831,365. For the six months ended June 30, 2022, the Company had a net loss of $2,849,965, and cash used in operations of $1,184,558. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

Liquidity and Capital Resources

At June 30, 2022, we had an accumulated deficit of $62,831,365. Primarily because of our history of operating losses and our recording of note payables, we have a working capital deficiency of $4,654,405 at June 30, 2022. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of June 30, 2022, we had $1,992 in cash, $4,499 in accounts receivable, and $120,510 in inventory. We used net cash in operating activities of $1,189,558 for the six months ended June 30, 2022.

26

Cash Flows from Operating, Investing and Financing Activities

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

The following table sets forth a summary of our cash flows for the six months ended June 30, 2022 and 2021:

	Three months ended June 30,
	2022			2021
Net cash used in operating activities	$	(1,189,558	)	$	(1,177,338	)
Net cash used in investing activities		-			(25,298	)
Net cash provided by financing activities		1,152,655			1,354,980
Net increase/(decrease) in Cash		(36,903	)		152,344
Cash, beginning		38,895			151,628
Cash, ending	$	1,992		$	303,972

Operating activities - Net cash used in operating activities was $1,189,558 for the six months ended June 30, 2022, as compared to $1,177,338 used in operating activities for the same period in 2021. The decrease in net cash used in operating activities was primarily due to a decrease in consulting contract cost.

Investing activities - Net cash used in investing activities for the six months ended June 30, 2022 was $0 as compared to $25,298 for the same period of 2021. The decrease in net cash used in investing activities was attributable to purchase of additional assets in the prior year.

Financing activities - Net cash provided by financing activities for the six months ended June 30, 2022 was $1,152,655 as compared to $1,354,980 for the same period of 2021. The decrease of net cash provided by financing activities was mainly attributable to less equity financing.

Ongoing Funding Requirements

As of June 30, 2022, we continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditures requirements.

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

Off-Balance Sheet Arrangements

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

27

Critical Accounting Policies and Estimates

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

There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgements and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on November, 30 2022.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

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

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

Changes in internal control over financial reporting

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

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

Limitations on Effectiveness of Controls and Procedures

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

28

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of June 30, 2022, $5,000 was paid and $20,000 remained due.

On September 14th, 2021, a Company subsidiary received a demand for arbitration through the American Arbitration Association pursuant to a manufacturing services agreement with Cypress Holdings Ltd d/b/a Cypress Industries alleging Breach of Contract for non-payment of invoices. The Company believes the claim is without merit and has filed a defense and counter claim. After Cypress Industries failed to cure many Breaches of its manufacturing services agreement, including failure to deliver a single Trutankless unit, the Company cancelled its purchase order with Cypress Industries. The Company is seeking substantial relief, including lost profit, due to the Breach of Contract, Fraudulent Inducement, Misrepresentation, Unjust Enrichment, and Negligence of Cypress Industries. The Company subsequently settled this matter on February 28, 2022.

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first claim was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second followed the contractors failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. The Company believes the claims related to the Company and its products are without merit.

Item 1A. Risk Factors

The risk factors listed in our 2021 Form 10-K/A, filed with the Securities Exchange Commission on November 30, 2022, are hereby incorporated by reference.

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

On March 7, 2022 the Company issued 5,000 shares of the Company’s common stock for services valued at $5,000.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock valued at $123,147(post-split).

On January 24, 2022 the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone publicly traded company. On August 20, 2020 each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. As a result of the spin-off the Notation Labs financials were deconsolidated from those of the Company and an increase of $391,441 in accumulated deficit was recorded.

29

On May 1, 2022, the Company issued 75,000 shares (post-split) to extend a certain note payable dated May 1, 2020.

On May 2, 2022, the Company issued 12,500 shares (post-split) to extend a certain note payable dated May 2, 2017.

On June 1, 2022, the Company agreed to issue 100,000 shares (post-split) to extend a certain note payable dated February 2, 2018. As of October 17, 2022 the shares had not yet been issued.

On July 14, 2022, the Company entered into a $750,000, 12% line of credit with a Company controlled by a shareholder that is due on December 15,2023 and convertible into shares of the Company’s common stock at $.325 per share.

On July 14, 2022, the Company entered into a $500,000, 12% line of credit with a Company controlled by a shareholder that is due on December 15,2023 and convertible into shares of the Company’s common stock at $.08 per share.

On August 1, 2022 the Company received and cancelled 126,440 shares of common stock valued at $158,050 that had previously been issued as commitment shares for a note payable.

On August 4, 2022 the Company issued 87,500 shares of the Company’s common stock to extend a certain notes payable dated May 2, 2017 and May 1, 2022.

On November 9, 2022 the Company issued 18,750 of the Company’s common stock for services.

On November 30, 2022 the Company issued 115,973 shares of the Company’s common stock to extend a certain note payable dated November 12, 2021.

On December 15, 2022 the Company issued 90,000 shares of the Company’s common stock to settle $18,000 in accrued interest due to a note holder.

On May 3, 2023 the Company issued 84,400 shares of the Company’s common stock as an incentive for a certain convertible note dated July 18, 2022.

On May 3, 2023 the Company issued 2,200,000 of the Company’s common stock for services.

We believe that the above issuances and sale of the securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

30

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the period ended June 30, 2022.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

None.

31

Item 6. Exhibits.

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications 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
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

32

SIGNATURES

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

TRUTANKLESS, INC.

(Registrant)

By:	/s/ Michael Stebbins
	Michael Stebbins, CEO, Principal Financial Officer and Principal Executive Officer
	Date: May 30, 2023

33

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael Stebbins, certify that:

1.	I have reviewed this Form 10-Q of Trutankless, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 30, 2023

By:	/s/ Michael Stebbins
	Principal Executive Officer and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trutankless, Inc. (the "Company") on Form 10-Q for the fiscal period ended June 30, 2022 (the "Report"), I, Michael Stebbins, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date: May 30, 2023

By:	/s/ Michael Stebbins
	Principal Executive Officer and
	Principal Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	May 30, 2023
Cover [Abstract]
Entity Registrant Name	TRUTANKLESS, INC.
Entity Central Index Key	0001429393
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		22,857,850
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54219
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	26-2137574
Entity Interactive Data Current	Yes
Entity Address Address Line 1	14646 North Kierland Boulevard
Entity Address Address Line 2	Suite 270
Entity Address City Or Town	Scottsdale
Entity Address State Or Province	AZ
Entity Address Postal Zip Code	85254
City Area Code	480
Local Phone Number	275-7572

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 1,992	$ 38,895
Accounts receivable	4,499	5,424
Inventory	120,510	119,418
Assets of discontinued operations	0	20,831
Total current assets	127,001	184,568
Other Assets
Right to use asset	140,453	17,744
Other assets	20,184	26,439
Total other assets	160,637	44,183
Total assets	287,638	228,751
Current liabilities
Accounts payable and accrued liabilities	956,840	888,531
Accounts payable and accrued liabilities - related party	139,100	129,700
Lease liability	60,932	19,960
Accrued interest payable - related party	83,993	77,419
Notes payable - related party	136,450	106,350
Notes payable, net of debt discount	763,840	799,377
Convertible notes payable, net of debt discount	1,254,771	1,031,432
Convertible notes payable - related party	1,436,180	0
Liabilities of discontinued operations	0	758,279
Total current liabilities	4,832,106	3,811,048
Lease liability - long-term	76,367	0
Notes payable - long term, net of debt discount	0	201,000
Notes payable - related party, non current	110,500	110,500
Total long-term liabilities	186,867	311,500
Total liabilities	5,018,972	4,122,548
Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	0	0
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 20,387,667 and 20,217,577 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	20,387	20,217
Additional paid in capital	54,317,838	54,170,266
Subscriptions payable	3,758,031	2,288,551
Accumulated deficit	(62,827,600)	(60,372,841)
Total stockholders' deficit	(4,731,334)	(3,893,797)
Total liabilities and stockholders' deficit	287,638	228,751
Series B Preferred Stock Member
Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized, 76,000 and 76,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	$ 10	$ 10

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares, Issued	20,387,667	20,217,577
Common Stock, Shares Outstanding	20,387,667	20,217,577
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	9,990,000	9,990,000
Preferred Stock, Shares Issued	76,000	76,000
Preferred Stock, Shares Outstanding	76,000	76,000
Series B Preferred Stock Member
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	10,000	0
Preferred Stock, Shares Outstanding	10,000	0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 4,332	$ 9,976	$ 20,012	$ 182,814
Cost of goods sold	(3,652)	(4,880)	(10,404)	(139,972)
Gross profit	680	5,096	9,608	42,842
Operating expenses
General and administrative	1,003,051	264,304	2,153,683	620,913
Research and development	73,872	36,274	119,030	176,764
Professional fees	20,667	452,366	60,579	1,717,740
Total operating expenses	1,097,590	752,944	2,333,292	2,515,417
Loss from operations	(1,096,910)	(747,848)	(2,323,684)	(2,472,575)
Other income (expenses)
Interest expense	(323,417)	(660,553)	(496,027)	(1,102,570)
Gain/Loss on change of derivative liability	0	0	0	149,798
Loss on extinguishment of notes payable	0	0	0	(260,000)
Total income (expenses)	(323,417)	(660,553)	(496,027)	(1,212,772)
Net loss before tax provision	(1,420,327)	(1,408,401)	(2,819,711)	(3,685,347)
Tax provision	0	0	0	0
Net loss from continuing operations	(1,420,327)	(1,408,401)	(2,819,711)	(3,685,347)
Net loss from discontinued operations before tax provision	0	0	(26,489)	0
Tax provision for discontinued operations	0	0	0	0
Net loss from discontinued operations	0	0	(26,489)	0
Net loss	$ (1,420,327)	$ (1,408,401)	$ (2,846,200)	$ (3,685,347)
Net loss per common share from continuing operations - basic and diluted	$ (0.07)	$ (0.13)	$ (0.14)	$ (0.36)
Net loss per common share from discontinued operations- basic and diluted	0	0	0	0
Net loss per common share - basic and diluted	$ (0.07)	$ (0.13)	$ (0.14)	$ (0.36)
Weighted average number of common shares outstanding - basic and diluted	20,387,793	10,483,207	20,319,142	10,199,140

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Subscription Payable	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2020		10,000	9,225,909
Balance, amount at Dec. 31, 2020	$ 5,926,661	$ 10	$ 9,216	$ 39,961,989	$ 658,374	$ (34,702,928)
Stock issued for cash, shares			218,750
Stock issued for cash, amount	380,000	0	$ 219	174,781	205,000	0
Stock issued for services, shares			271,250
Stock issued for services, amount	1,475,067	0	$ 271	1,474,796	0	0
Shares issued for beneficial conversion feature, shares			199,898
Shares issued for beneficial conversion feature, amount	308,260	0	$ 200	382,840	(74,780)	0
Shares issued for extinguishment of notes	460,000	0	0	0	460,000	0
Derivative liability written off to additional paid in capital	152,451	0	0	152,451	0	0
Net loss	(2,276,946)	$ 0	$ 0	0	0	(2,276,946)
Imputed interest	0
Balance, shares at Mar. 31, 2021		10,000	9,915,807
Balance, amount at Mar. 31, 2021	6,425,493	$ 10	$ 9,907	42,146,857	1,248,594	(36,979,874)
Balance, shares at Dec. 31, 2020		10,000	9,225,909
Balance, amount at Dec. 31, 2020	5,926,661	$ 10	$ 9,216	39,961,989	658,374	(34,702,928)
Net loss	(3,685,347)
Balance, shares at Jun. 30, 2021		10,000	10,732,581
Balance, amount at Jun. 30, 2021	6,115,113	$ 10	$ 10,723	43,327,511	1,165,144	(38,388,275)
Balance, shares at Mar. 31, 2021		10,000	9,915,807
Balance, amount at Mar. 31, 2021	6,425,493	$ 10	$ 9,907	42,146,857	1,248,594	(36,979,874)
Stock issued for cash, shares			536,574
Stock issued for cash, amount	394,259	0	$ 537	428,722	(35,000)	0
Stock issued for services, amount	177,500	0	$ 0	0	177,500	0
Shares issued for beneficial conversion feature, shares			5,200
Shares issued for beneficial conversion feature, amount	373,811	0	$ 5	159,756	214,050	0
Derivative liability written off to additional paid in capital	152,451	0	0	152,451	0	0
Net loss	(1,408,401)	0	$ 0	0	0	(1,408,401)
Shares issued for extinguishment of notes, shares			275,000
Shares issued for extinguishment of notes, amount	0	$ 0	$ 275	439,725	(440,000)	0
Balance, shares at Jun. 30, 2021		10,000	10,732,581
Balance, amount at Jun. 30, 2021	6,115,113	$ 10	$ 10,723	43,327,511	1,165,144	(38,388,275)
Balance, shares at Dec. 31, 2021		10,000	20,217,577
Balance, amount at Dec. 31, 2021	(3,893,797)	$ 10	$ 20,217	54,170,266	2,288,551	(60,372,841)
Stock issued for services, shares			5,000
Stock issued for services, amount	613,990	0	$ 5	4,995	608,990	0
Net loss	(1,425,873)	0	$ 0	0	0	(1,425,873)
Shares issued for debt discount, shares			165,216
Shares issued for debt discount, amount	123,147	0	$ 165	122,982	0	0
Spin-off of Notation labs	391,441	0	$ 0	0	0	391,441
Rounding shares cancellation, shares			(126)
Rounding shares cancellation, amount	0	0	$ 0	0	0	0
Imputed interest	19,595	$ 0	$ 0	19,595	0	0
Balance, shares at Mar. 31, 2022		10,000	20,387,667
Balance, amount at Mar. 31, 2022	(4,171,497)	$ 10	$ 20,387	54,317,838	2,897,541	(61,407,273)
Balance, shares at Dec. 31, 2021		10,000	20,217,577
Balance, amount at Dec. 31, 2021	(3,893,797)	$ 10	$ 20,217	54,170,266	2,288,551	(60,372,841)
Net loss	(2,846,200)
Imputed interest	19,595
Balance, shares at Jun. 30, 2022		10,000	20,387,667
Balance, amount at Jun. 30, 2022	(4,731,334)	$ 10	$ 20,387	54,317,838	3,758,031	(62,827,600)
Balance, shares at Mar. 31, 2022		10,000	20,387,667
Balance, amount at Mar. 31, 2022	(4,171,497)	$ 10	$ 20,387	54,317,838	2,897,541	(61,407,273)
Stock issued for services, amount	642,990	0	0	0	642,990	0
Net loss	(1,420,327)	0	0	0	0	(1,420,327)
Shares issued to extend notes	217,500	$ 0	$ 0	0	217,500	0
Balance, shares at Jun. 30, 2022		10,000	20,387,667
Balance, amount at Jun. 30, 2022	$ (4,731,334)	$ 10	$ 20,387	$ 54,317,838	$ 3,758,031	$ (62,827,600)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities
Net loss from continuing operation	$ (2,819,711)	$ (3,685,347)
Net loss from discontinued operations	(26,489)	0
Adjustments to reconcile net loss to net cash provided by operating activities:
Imputed interest	19,595
Shares issued for services	1,256,980	1,652,567
Gain/Loss on change in derivative liability	0	(149,798)
Shares issued to extend debt	217,500	0
Loss on extinguishment of notes payable and accrued expenses	0	260,000
Depreciation and amortization	6,255	5,595
Non cash operating lease expense	(5,371)	(236)
Amortization of debt discount	88,234	881,507
Changes in assets and liabilities
Accounts receivable	925	109,966
Inventory	(1,092)	(410,260)
Prepaid expenses	0	(29,241)
Accounts payable and accrued liabilities	61,783	161,730
Accounts payable and accrued liabilities - related party	15,974	0
Interest payable - related party	6,526	26,179
Operating cash flow from continued operations	(1,178,891)	(1,177,338)
Operating cash flow from discontinued operations	(10,667)	0
Net cash used in operating activities	(1,189,558)	(1,177,338)
Cash Flows from Investing Activities:
Purchase of fixed assets	0	(25,298)
Net cash used in investing activities	0	(25,298)
Cash Flows from Financing Activities:
Proceeds from convertible notes payable	350,000	418,250
Repayments of convertible notes payable	(35,381)	(592,213)
Proceeds from convertible notes payable - related party	1,063,680	0
Proceeds from notes payable	0	829,358
Repayments from notes payable	(292,904)	(74,674)
Proceeds from notes payable - related party	30,100	0
Proceeds from sale of common stock, net of offering costs	0	774,259
Financing cash flows from continued operations	1,115,495	1,354,980
Financing cash flows from discontinued operations	37,160	0
Net cash provided by financing activities	1,152,655	1,354,980
Net decrease in cash	(36,903)	152,344
Cash of continuing operations, beginning of period	38,895	151,628
Cash, end of period	1,992	303,972
Supplemental disclosure of cash flow information
Cash paid for interest	129,182	76,265
Cash paid for taxes	0	0
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Derivative liability written off to additional paid in capital	0	152,451
Notes and accrued interest settled with stock	0	200,000
Recognition of debt discount	$ 0	$ 484,993

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of Significant Accounting Policies

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended June 30, 2022 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2021, as filed with the SEC.

The consolidated balance sheet as of December 31, 2021, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2022.

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

Spinoff - On January 24, 2022, the Company completed the previously announced spin-off of its subsidiary Notation Labs Inc into a stand-alone company. The historical results of Notation Labs Inc that were contributed to Trutankless Inc in the spinoff have been reflected as discontinued operations in our condensed consolidated financial statements through the date of the spinoff and in the prior year periods as the spinoff represents a strategic shift in our business that has a major effect on operations and financial results. As of June 30, 2022, the assets and liabilities associated with these Notation Labs Inc. are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. The disclosures presented in our notes to the interim condensed consolidated financial statements are presented on a continuing operations basis.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Use of estimates

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

Cash and cash equivalents

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

Stock-based compensation

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

Income Taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of June 30, 2022.

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

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of June 30, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There are 9,664,713 additional shares issuable in connection with outstanding warrants, stock payable, and convertible debts as of June 30, 2022.

Accounts receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $179,381 and $179,381 at June 30, 2022 and December 31, 2021, respectively.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $1,720 and $5,859 during the six months ended June 30, 2022 and 2021, respectively.

Research and development costs

The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $119,030 and $176,764 for the six months ended June 30, 2022 and 2021, respectively. 

Inventory

Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value).

Revenue recognition

We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

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

Fair value of financial instruments

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

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

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

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

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

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as June 30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at June 30, 2022 and December 31, 2021.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In August 2020, the FASB issued 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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

XML

SPINOFF OF NOTATION LABS INC

6 Months Ended

Jun. 30, 2022

SPINOFF OF NOTATION LABS INC

Spin-off of notation labs inc

NOTE 2 – SPIN-OFF OF NOTATION LABS INC.

On January 24, 2022, the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone company. Each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. In contemplation of the Spin-off, the Notation Labs business, the historical results of operations, assets and liabilities, and the cash flows of Notation Labs are reflected as discontinued operations. Prior to the Separation, net assets attributable to Notation Labs were as follows:

Assets
Cash and cash equivalents	79,517
Due to related party	486,500
Total Assets of Discontinued Operations	566,017
Liabilities
Trade accounts payable and accrued liabilities	75,918
Due to related party	200
Notes payable - related party	400,000
Notes payable	21,340
Royalty liability	460,000
Total current liabilities of discontinued operations	957,458
Net liabilities spun off to shareholders	(391,441	)

Discontinued Operations

The components of assets and liabilities of discontinued operations that are stated separately as of December 31, 2021 in the Consolidated Balance Sheets are comprised of the following items:

	December 31
	2021
Assets
Cash and cash equivalents		20,831
Total Assets of Discontinued Operations
Liabilities
Trade accounts payable and accrued liabilities		76,739
Due to related party		200
Notes payable - related party		200,000
Notes payable		21,340
Royalty liability		460,000
Total current liabilities of discontinued operations		758,279

The components of loss from discontinued operations, net of tax for the Notation Labs business are as follows:

	June 30,
	2022
Selling, general and administrative		683
Research and development		25,804
Other (income) expense, net		2
loss from discontinued operations before taxes		26,489
Taxes on income		-
Loss from discontinued operations, net of taxes		26,489

The components of cashflows from discontinued operations for the Notation Labs business are as follows:

	June 30,
Cash Flows from Operating Activities:	2022
Retained earnings transferred to Notation labs		391,441
Net assets transferred to Notation labs		134,831
Net liabilities transferred to Notation labs		(536,114	)
Accounts payable and accrued liabilities		(825	)
Net transfers to Notation Labs included in Net Cash used in operating activities included in Discontinued Operations		(10,667	)
Cash Flows from Financing Activities:
Proceeds from notes payable related party		(114,000	)
Net transfer to Notation labs from financing activities		151,160
Net transfers to Notation Labs included in Net Cash Provided by Financing activities Discontinued Operations		37,160

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2022

GOING CONCERN

Going concern

NOTE 3 - GOING CONCERN

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

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. As of June 30, 2022, the Company had $1,992 cash on hand. At June 30, 2022 the Company has an accumulated deficit of 62,831,365. For the six months ended June 30, 2022, the Company had a net loss of $2,849,965, and cash used in operations of $1,189,558. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

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

XML

INVENTORY

6 Months Ended

Jun. 30, 2022

INVENTORY

Inventory

NOTE 4 - INVENTORY

Inventories consist of the following at:

	June 30, 2022		December 31, 2021
Finished goods		120,510		119,418
Total	$	120,510	$	119,418

XML

ACCOUNTS RECEIVABLE NET

6 Months Ended

Jun. 30, 2022

ACCOUNTS RECEIVABLE NET

Accounts receivable, net

NOTE 5 - ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following at:

	June 30, 2022			December 31, 2021
Accounts receivable		183,880			184,805
Allowance for doubtful accounts		(179,381	)		(179,381	)
Total	$	4,499		$	5,424

XML

RELATED PARTY

6 Months Ended

Jun. 30, 2022

RELATED PARTY

Related party

NOTE 6 - RELATED PARTY

Notes payable - related party consist of the following at:

	June 30, 2022			December 31, 2021
Note payable, secured, 5% interest, due May 2022	$	19,450		$	4,350
Note payable, secured, 12% interest, due May 2030		125,500			110,500
Note payable, secured, 12% interest, due April 2022		102,000			102,000
Total Notes Payable - related party	$	246,950		$	216,850
Less unamortized debt discounts		-			-
Total Notes Payable		246,950			216,850
Less current portion		(136,450	)		(106,350	)
Total Notes Payable - long term	$	110,500		$	110,500

During the six months ending June 30, 2022 the Company received $15,100 under a note payable from a director of the Company. As of June 30, 2022 and December 31, 2021, the Company had one note payable due to a director of the Company in the amount of $19,450 and $4,350, respectively. The note has an interest rate of 5% and is due on demand.

As of June 30, 2022 and December 31, 2021, the Company had one note payable due to an officer of the Company in the amount of $125,500 and $110,500, respectively. The note has an interest rate of 12%and is due on demand.

On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2022. As of June 30, 2022 and December 31, 2021, the Company has received advances under the note of $102,000 and $102,000, respectively.

Interest expense associated with the related party notes for the three months ended June 30, 2022 and 2021 was $14,395 and $25,973 respectively.

Accounts payable and accrued liabilities – related party

In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less.

Rent expense associated with the lease agreement for the six months ended  June 30, 2022 and 2021 was $25,200 and $25,200, respectively. As of June 30, 2022 and December 31, 2021 the Company had amounts due associated with the lease of $81,100 and $71,700 , respectively.

In January 2014, the Company executed a lease agreement with Perigon Companies, LLC, a related party. The lease term is one month at a rate of $4,000 per month for a period of one month with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less. The lease was terminated as of January 1, 2019.

Rent expense associated with the lease agreement for the six months ended June 30, 2022 and 2021 was $0 and $0, respectively. As of June 30, 2022 and December 31, 2021 the Company had amounts due associated with the lease of $34,500 and $34,500 , respectively.

During the six months ended June 30, 2022 and 2021 the Company received $0 and $0 in advances from a related party, respectively. As of June 30, 2022 and December 31, 2021 the Company had received advances from a related party of $23,500 and $23,500, respectively.

XML

NOTES PAYABLE

6 Months Ended

Jun. 30, 2022

NOTES PAYABLE

Notes payable

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following at:

	June 30, 2022			December 31, 2021
Note payable, secured, 12% interest, due June 2024	$	79,920		$	93,411
Note payable, secured, 12% interest, due June 2024		300,000			300,000
Notes payable, secured, 30% interest, due June 2021		125,000			125,000
Notes payable, secured, 12% interest, due April 2022		95,000			95,000
Notes payable, secured, 10% interest, due June 2022		-			219,333
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, unsecured, 0% interest, due on demand		13,000			13,000
Notes payable, secured, 12% interest, due June 2024		140,920			201,000
Total notes Payable	$	763,840		$	1,056,744
Less unamortized debt discounts		-			(56,367	)
Total Notes Payable		763,840			1,000,377
Less current portion		(763,840	)		(799,377	)
Total Notes Payable - long term	$	-		$	201,000

On June 11, 2020, the Company issued $160,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase common stock. The notes were due between May and August 2018 and bear interest of percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share. The notes were issued with warrants to purchase up to 160,000 shares of the Company’s common stock which were valued at $119,616. On May 16, 2019, the maturity date of the note was extended to January 11, 2020 for the issuance of 11,250 shares of common stock (post-Split) valued at $45,900. As of December 31, 2021, $165,516 of the debt discount was amortized and the note was shown net of unamortized discount of $0.

On January 30, 2019, the Company issued a $100,000 12% promissory note. The note was due on December 31, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares valued at $45,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to December 31, 2020 (see below) for the issuance of 6,875 shares of common stock(post-split) valued at $23,100 The Company recorded the fair market value of all the shares issued for extensions to financing cost.

On January 1, 2020, the Company entered into an agreement to consolidate the above two notes payable dated June 11, 2018 and January 30, 2019 into one $260,000, 12% note due June 1, 2022. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250, which was recognized as a financing cost. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such, the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. . On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to June 1, 2024.  During the six months ending June 30, 2022 the Company made principal payments totaling $13,490. As of June 30, 2022 and December 31, 2021 the balance of the note was $79,920 and $93,411, respectively.

On September 2, 2016, the Company issued a $100,000 12% promissory note. The note was due on September 1, 2017. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares valued at $25,000 which was recognized as a debt discount. On May 16, 2019, the maturity date of the note was extended to July 1, 2020 (see below) for the issuance of 50,000 shares of common stock valued at $21,000, which was recognized as a debt discount over the extended maturity date. As of June 30, 2022, the full amounts of the debt discount have been amortized.

On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800. On May 16, 2019, the maturity dates of both notes were extended to July 1, 2020 for the issuance of 50,000 shares of common stock valued at $21,000. The Company recorded the fair market value of all the shares issued for extensions to financing cost.

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

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to June 8, 2022 for $1,250. As of June 30, 2022 and December 31, 2021 the balance of the note was $125,000 and $125,000, respectively. As of June 30, 2022 the note is in default.

On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2022. As of June 30, 2022 and December 31, 2021 the balance of the note was $95,000 and $95,000, respectively.

On June 28, 2021, the Company entered in to a $350,000 note payable, including an original issue discount of $56,892. Interest under the promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due twelve (12) months from funding with monthly payment of $39,200 beginning on August 6, 2021. As an incentive to enter into the agreement, the noteholder was also granted 157,834 shares valued at $169,198, based on market value of the shares on the date of issuance which was recognized as a debt discount. During the six months ended June 30, 2022, $56,367 of the discount was amortized and the note was shown net of unamortized discount of $0. During the six months ending June 30, 2022 the Company made principal payments totaling $219,333. As of June 30, 2022 and December 31, 2021 the balance of the note was $0 and $219,333, respectively.

On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. On April 10, 2022 the note was amended to have a due date of December 7, 2023. As of June 30, 2022 and December 31, 2021 the balance of the note was $10,000 and $10,000, respectively.

On May 12, 2021, the Company entered into a $103,000, 24% note payable due on September 12, 2021.

On July 12, 2021, the Company entered into a $98,000, 12% note payable due on November 12, 2021.

On November 12, 2021, the Company entered into an agreement to consolidate the two notes payable above dated May 12, 2021 and July 12, 2021 into one $201,000, 12% note due December 15, 2023. As consideration the Company issued the note holder 100,000 shares of common stock valued at $125,000 which was recorded as financing expense. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a gain on extinguishment of debt of $15,643 associated with the deficit reacquisition cost of the new debt over the carrying value of the original debt. On May 1, 2022, for the issuance of 100,000 shares valued at $87,000 on the date of commitment, the loan was further extended to June 1, 2024. During the six months ending June 30, 2022 the Company made principal payments totaling $60,080. As of June 30, 2022 and December 31, 2021 the balance of the note was $140,920 and $201,000, respectively.

On November 4, 2021, the Company entered into a $25,000, 0% note payable due on demand. As of June 30, 2022 and December 31, 2021 the balance of the note was $13,000 and $13,000, respectively.

Interest expense including amortization of the associated debt discount for the six months ended June 30, 2022 and 2021 was $130,413 and $84,249, respectively.

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

	June 30, 2022			December 31, 2021
Convertible note payable, secured, 12% interest, due August 31, 2019, in default		50,000			50,000
Convertible note payable, secured, 12% interest, due May 2, 2023		100,000			100,000
Convertible note payable, secured, 10% interest, due April 2023		45,000			50,000
Convertible note payable, secured, 10% interest, due May 22, 2020, in default		5,000			5,000
Convertible note payable, secured, 12% interest, due Feb 15, 2024, in default		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		162,750			162,750
Convertible note payable, secured, 10% interest, due May 1, 2022		350,000			350,000
Convertible note payable, secured, 12% interest, due January 6, 2022		-			30,382
Convertible note payable, secured, 12% interest, due February 8, 2022		100,000			100,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		25,000			25,000
Convertible notes payable, secured, 10% interest, due December 2021, in default		10,000			10,000
Convertible notes payable, 8% interest, due February 2023		385,000			-
Total notes payable		1,382,750			1,033,132
Less unamortized discounts		(127,979	)		(1,700	)
Total convertible notes payable, net	$	1,254,771		$	1,031,432
Less current portion		(1,254,771	)		(1,031,432	)
Convertible notes payable, net - Long-term	$	-		$	-

On June 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $50,000 and $50,000, respectively. As of the date of filing the loan is in default.

On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory and on August 1, 2020, for the issuance of $6,250 shares (post-split) valued at $10,000 based on market value of the shares of $1.6 (post-split) on the date of issuance, was further extended to February 1, 2021, and was again extended on April 20, 2021 to May 2, 2022 for the 12,500 shares (post-split) valued at $17,000, which is included in stock payable. On May 1, 2022, for the issuance of 12,500 shares valued at $14,500 on the date of commitment, the loan was further extended to May 1, 2023.  The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $100,000 and $100,000, respectively. As of the date of filing the loan is in default.

On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share (post-split). One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023. As of June 30, 2022 and December 31, 2021 the balance of the note was $45,000 and $50,000, respectively. As of the date of filing the loan was in default.

On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 125 warrants (post-split) to purchase common stock at an exercise price of $8 (post-split). The note was due on May 22, 2020 and is currently in default secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 125 shares of the Company’s common stock at an exercise price of $8.00 per share (post-split). As of June 30, 2022 and December 31, 2021 the balance of the note was $5,000 and $5,000, respectively.

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock (post-split) valued at $8,995 and is currently in default. On February 22, 2022 the due date of the note was further extended to February 15, 2024. As of June 30, 2022 and December 31, 2021 the balance of the note was $75,000 and $75,000, respectively..

On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020 and is currently in default. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. As of June 30, 2022 and December 31, 2021 the balance of the note was $50,000 and $50,000, respectively.

On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share (post-split). On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares (post-split) valued at $2,500, which was recognized as a debt discount. As of December 31, 2021, the shares have not been issued and were included in stock payable. As of December 31, 2021, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $25,000 and $25,000, respectively. As of the June 30, 2022 the note was in default.

On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. On the date of default, the Company incurred a default penalty of 50% of the balance of the note amounting to $54,250. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares (post-split) valued at $175,070. The Company analyzed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. The derivative at inception was valued at $192,226, based on the Black Scholes Merton pricing model. As the fair value of the derivative and the shares issued at inception were in excess of the face amount of the note, the Company recorded a debt discount in the amount of $168,500 to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the excess of $104,041 was recognized as a financing cost on the Statement of Operations. As of December 31, 2021, the Company paid the $60,000 toward the principal balance under the first tranche of $60,000. As of December 31, 2021, the fair value of the derivative liability associated with the note of $152,451 was reclassified to additional paid in capital. As of June 30, 2022, the debt discount has been amortized in full and the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $162,750 and $162,750, respectively.

On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. As of June 30, 2022, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $350,000 and $350,000, respectively.

On January 6, 2021, the Company entered into a $275,000, 10% convertible note payable due January 6, 2022, including an original issue discount of $35,000. The note is convertible into shares of common stock equal to the closing bid price of common stock on the trading day immediately preceding the date of conversion. On February 7, 2021 and granted the noteholder an additional 122,857 shares of common stock (post-split) valued $167,086 and 19,000 five-year warrants exercisable at $1 (post-split) valued at $30,400. During the six months ended June 30, 2022 the Company made payments totaling $30,382 in principal, and the balance of the loan as of June 30, 2022 and December 31, 2021 was $0 and $30,382, respectively.

On February 8, 2021, the Company entered into an agreement to consolidate two notes payable above dated September 17, 2018 and February 8, 2019 into one $100,000, 12% note due February 8, 2022. The note is convertible into shares of common stock at a conversion price of $0.80 per share (post-split). As consideration the Company issued the note holder 12,500 shares of common stock (post-split) valued at $20,000 which was recorded as financing expense. As of the December 31, 2021, the share were not issued and included in stock payable. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $20,000 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. During the six months ending June 30, 2022 the Company made interest payments totaling $5,000. As of June 30, 2022 and December 31, 2021 the balance of the note was $100,000 and $100,000, respectively.

On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share (post-split). For the six months ended June 30, 2022, the Company recorded amortization of the debt discount of $1,700. As of June 30, 2022, the note was shown net of unamortized discount of $0. As of June 30, 2022 and December 31, 2021 the balance of the note was $25,000 and $25,000, respectively.

On June 15, 2021, the Company entered into a $10,000, 10% note payable due on December 15, 2021. The note is convertible at $0.80 per share (post-split). As an inducement to enter into the agreement the Company also granted the noteholder 6,875 shares of common stock (post-split). The issuance of the note and shares resulted in a discount from the beneficial conversion feature totaling $5,699, including $2,151 attributable to the conversion feature and $3,548 was attributable to the shares. As of June 30, 2022 and December 31, 2021, the note balance was $10,000 and $1,000 and was shown net of unamortized discount of $0 and $0, respectively.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note and shares resulted in a total debt discount of $158,147, with $123,147 attributable to the shares. As of June 30, 2022 the balance of the note was $385,000.

Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the six months ended June 30, 2022 2021 was $96,865 and $473,895, respectively.

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2022

COMMITMENTS AND CONTINGENCIES

Commitments and contingencies

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease Agreements

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

The Company has entered into lease agreements as a lessee for the use of office space. These lease agreements are classified as operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term. As a result of the adoption of ASC 842, the Company recognized an operating lease liability and right-of-use asset of $64,978.

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

During 2018, the Company executed a lease agreement. The lease term is 39 months at a rate of $1,680 per month with 3% increases beginning January 1, 2021 and rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. During the six months ending June 30, 2022 the Company agreed to renew the lease through December 31, 2025.

In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less.

In January 2020, the Company executed a lease agreement. The lease term is 17 months at a rate of $5,805 per month and rent commencing on March 1, 2022. The Company was required to pay a $5,805.33 security deposit.

Undiscounted Cash Flows

As of June 30, 2022, the right of use asset and lease liability were shown on the consolidated balance sheet at $9,622 and $10,232, respectively. The table below reconciles the fixed component of the undiscounted cash flows and the total remaining years to the operating lease liability recorded on the consolidated balance sheet as of June 30, 2022:

Amounts due as of June 30, 2022	Operating Leases
2022		68,738
2023		63,693
2024		22,634
2025		21,886
Total minimum lease payments	$	176,951
Less: effect of discounting		(39,653	)
Present value of future minimum lease payments	$	137,298
Less: current obligations under leases		(60,932	)
Long-term lease obligations	$	76,367

Legal Matter

On July 6, 2020, we received a letter from the staff of the Division of Enforcement of the Securities and Exchange Commission (the “Staff”) that indicated the Company may have violated certain rules and regulations regarding a late filing notification filed by the Company and that the Staff is conducting an informal inquiry into the matter. On April 29, 2021, the Company agreed to pay civil penalties of $25,000 to the Securities and Exchange Commission in settlement of the matter. Payment shall be made in the following four installments: (1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order. As of June 30, 2022, $5,000 was paid and $20,000 remained due.

XML

STOCK WARRANTS

6 Months Ended

Jun. 30, 2022

STOCK WARRANTS

Stock warrants

NOTE 9 - STOCK WARRANTS

The following is a summary of stock warrants activity during the period ended June 30, 2022

	Number of Shares		Weighted Average Exercise Price
Balance, December 31, 2021		2,510,485	$	1.85
Warrants granted and assumed		-		-
Warrants expired		-		-
Warrants canceled		-		-
Warrants exercised		-		-
Balance outstanding and exercisable, June 30, 2022		2,510,485	$	1.85

The following is a summary of stock warrants activity during the period ended December 31, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		1,848,985		$	2.16
Warrants granted and assumed		1,144,000		$	1.00
Warrants expired		-			-
Warrants canceled		-			-
Warrants exercised		(482,500	)	$	1.00
Balance outstanding and exercisable, December 31, 2021		2,510,485		$	1.85

XML

STOCKHOLDERS EQUITY

6 Months Ended

Jun. 30, 2022

STOCKHOLDERS EQUITY

Stockholders' equity

NOTE 10 - STOCKHOLDERS’ EQUITY

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

The Company has also designated 76,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock automatically converts into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. On February 19, 2020 the Company converted the 76,000 outstanding Series A preferred shares, based on the automatic conversion terms into 205,000 common shares and 76,000 warrants have been issued, with the remaining 175,000 shares of common stock still to be issued and recognized as stock payable.

On March 7, 2022 the Company issued 5,000 shares of the Company’s common stock for services valued at $5,000.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock valued at $123,147 (post-split).

During the six months ending June 30, 2022 the Company agreed to issue 2,140,000 shares of common stock valued at $608,990 for services. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

On January 24, 2022 the Company completed the spin-off of its subsidiary Notation Labs Inc into a stand-alone publicly traded company. On August 20, 2020 each holder of the common stock received one share of Notation labs, Inc common stock for every four shares of the Company’s common stock held at the close of business on December 10, 2021, the record date of the distribution. As a result of the spin-off the Notation Labs financials were deconsolidated from those of the Company and an increase of $391,441 in accumulated deficit was recorded.

During the six months ending June 30, 2022 imputed interest of $19,595 was recorded as additional paid in capital.

During the six months ending June 30, 2022 126 shares of the Company’s common stock was cancelled as rounding shares.

On May 1, 2022, the Company agreed to issue 75,000 shares (post-split) to extend a certain note payable dated May 1, 2020. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

On May 2, 2022, the Company agreed to issue 12,500 shares (post-split) to extend a certain note payable dated May 2, 2017. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

On June 1, 2022, the Company agreed to issue 100,000 shares (post-split) to extend a certain note payable dated February 2, 2018. As of June 30, 2022 the shares had not yet been issued.

During the three months ending June 30, 2022 the Company agreed to issue 2,200,000 shares of common stock valued at $642,990 for services. As of June 30, 2022 the shares had not been issued and were recorded as stock payable.

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

SUBSEQUENT EVENTS

Subsequent Events

NOTE 11 - SUBSEQUENT EVENTS

 On August 1, 2022 the Company received and cancelled 126,440 shares of common stock valued at $158,050 that had previously been issued as commitment shares for a note payable.

On August 4, 2022 the Company issued 87,500 shares of the Company’s common stock to extend a certain notes payable dated May 2, 2017 and May 1, 2022.

On November 9, 2022 the Company issued 18,750 of the Company’s common stock for services.

On November 30, 2022 the Company issued 115,973 shares of the Company’s common stock to extend a certain note payable dated November 12, 2021.

On December 15, 2022 the Company issued 90,000 shares of the Company’s common stock to settle $18,000 in accrued interest due to a note holder.

On May 3, 2023 the Company issued 84,400 shares of the Company’s common stock as an incentive for a certain convertible note dated July 18, 2022.

On May 3, 2023 the Company issued 2,200,000 of the Company’s common stock for services.

On April 6, 2023, the Company was served a Summons for an Amended Complaint filed in the state of Florida with claims for Strict Liability, Negligence and Breach of Implied Warranty. The complaint, filed by an insurance company, stems from its payments for claims filed by a policy holder on two separate occasions. The first claim was due to a leak caused by improper installation in which the contractor failed to meet local codes. The second followed the contractors failure to properly repair the improper installation. The complaint states that the contractor failed to follow basic installation guidelines supplied with the product in either incident, resulting in damages. The Company believes the claims related to the Company and its products are without merit.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended June 30, 2022 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2021, as filed with the SEC.

The consolidated balance sheet as of December 31, 2021, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ending December 31, 2022.

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

Spinoff - On January 24, 2022, the Company completed the previously announced spin-off of its subsidiary Notation Labs Inc into a stand-alone company. The historical results of Notation Labs Inc that were contributed to Trutankless Inc in the spinoff have been reflected as discontinued operations in our condensed consolidated financial statements through the date of the spinoff and in the prior year periods as the spinoff represents a strategic shift in our business that has a major effect on operations and financial results. As of June 30, 2022, the assets and liabilities associated with these Notation Labs Inc. are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheet. The disclosures presented in our notes to the interim condensed consolidated financial statements are presented on a continuing operations basis.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Use of estimates

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

Cash and cash equivalents

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

Stock-based compensation

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

Income Taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of June 30, 2022.

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

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of June 30, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There are 9,664,713 additional shares issuable in connection with outstanding warrants, stock payable, and convertible debts as of June 30, 2022.

Accounts receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts of $179,381 and $179,381 at June 30, 2022 and December 31, 2021, respectively.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $1,720 and $5,859 during the six months ended June 30, 2022 and 2021, respectively.

Research and development costs

The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, “Research and Development”. Research and development costs were $119,030 and $176,764 for the six months ended June 30, 2022 and 2021, respectively. 

Inventory

Inventory, including manufacturing cost and shipping are stated at the lower of cost (average cost) or market (net realizable value).

Revenue recognition

We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

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

Fair value of financial instruments

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

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

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

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

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

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as June 30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at June 30, 2022 and December 31, 2021.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company’s results of operations or cash flows.

In August 2020, the FASB issued 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),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

XML

SPINOFF OF NOTATION LABS INC (Tables)

6 Months Ended

Jun. 30, 2022

SPINOFF OF NOTATION LABS INC

Schedule of net assets and liabilities

Assets
Cash and cash equivalents	79,517
Due to related party	486,500
Total Assets of Discontinued Operations	566,017
Liabilities
Trade accounts payable and accrued liabilities	75,918
Due to related party	200
Notes payable - related party	400,000
Notes payable	21,340
Royalty liability	460,000
Total current liabilities of discontinued operations	957,458
Net liabilities spun off to shareholders	(391,441	)

Schedule of components of assets and liabilities of discontinued operation

	December 31
	2021
Assets
Cash and cash equivalents		20,831
Total Assets of Discontinued Operations
Liabilities
Trade accounts payable and accrued liabilities		76,739
Due to related party		200
Notes payable - related party		200,000
Notes payable		21,340
Royalty liability		460,000
Total current liabilities of discontinued operations		758,279

Schedule of component of loss from discontinued operation

	June 30,
	2022
Selling, general and administrative		683
Research and development		25,804
Other (income) expense, net		2
loss from discontinued operations before taxes		26,489
Taxes on income		-
Loss from discontinued operations, net of taxes		26,489

Schedule of component of cash flow from discontinued operation

	June 30,
Cash Flows from Operating Activities:	2022
Retained earnings transferred to Notation labs		391,441
Net assets transferred to Notation labs		134,831
Net liabilities transferred to Notation labs		(536,114	)
Accounts payable and accrued liabilities		(825	)
Net transfers to Notation Labs included in Net Cash used in operating activities included in Discontinued Operations		(10,667	)
Cash Flows from Financing Activities:
Proceeds from notes payable related party		(114,000	)
Net transfer to Notation labs from financing activities		151,160
Net transfers to Notation Labs included in Net Cash Provided by Financing activities Discontinued Operations		37,160

XML

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2022

INVENTORY

Schedule of Inventory

	June 30, 2022		December 31, 2021
Finished goods		120,510		119,418
Total	$	120,510	$	119,418

XML

ACCOUNTS RECEIVABLE NET (Tables)

6 Months Ended

Jun. 30, 2022

ACCOUNTS RECEIVABLE NET

Schdule of Accounts receivable, net

	June 30, 2022			December 31, 2021
Accounts receivable		183,880			184,805
Allowance for doubtful accounts		(179,381	)		(179,381	)
Total	$	4,499		$	5,424

XML

RELATED PARTY (Tables)

6 Months Ended

Jun. 30, 2022

RELATED PARTY

Schdule of notes payable related party

	June 30, 2022			December 31, 2021
Note payable, secured, 5% interest, due May 2022	$	19,450		$	4,350
Note payable, secured, 12% interest, due May 2030		125,500			110,500
Note payable, secured, 12% interest, due April 2022		102,000			102,000
Total Notes Payable - related party	$	246,950		$	216,850
Less unamortized debt discounts		-			-
Total Notes Payable		246,950			216,850
Less current portion		(136,450	)		(106,350	)
Total Notes Payable - long term	$	110,500		$	110,500

XML

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2022

NOTES PAYABLE

Schedule of Notes Payable

	June 30, 2022			December 31, 2021
Note payable, secured, 12% interest, due June 2024	$	79,920		$	93,411
Note payable, secured, 12% interest, due June 2024		300,000			300,000
Notes payable, secured, 30% interest, due June 2021		125,000			125,000
Notes payable, secured, 12% interest, due April 2022		95,000			95,000
Notes payable, secured, 10% interest, due June 2022		-			219,333
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, unsecured, 0% interest, due on demand		13,000			13,000
Notes payable, secured, 12% interest, due June 2024		140,920			201,000
Total notes Payable	$	763,840		$	1,056,744
Less unamortized debt discounts		-			(56,367	)
Total Notes Payable		763,840			1,000,377
Less current portion		(763,840	)		(799,377	)
Total Notes Payable - long term	$	-		$	201,000

Schdule of convertible notes payable, net of debt discount

	June 30, 2022			December 31, 2021
Convertible note payable, secured, 12% interest, due August 31, 2019, in default		50,000			50,000
Convertible note payable, secured, 12% interest, due May 2, 2023		100,000			100,000
Convertible note payable, secured, 10% interest, due April 2023		45,000			50,000
Convertible note payable, secured, 10% interest, due May 22, 2020, in default		5,000			5,000
Convertible note payable, secured, 12% interest, due Feb 15, 2024, in default		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		162,750			162,750
Convertible note payable, secured, 10% interest, due May 1, 2022		350,000			350,000
Convertible note payable, secured, 12% interest, due January 6, 2022		-			30,382
Convertible note payable, secured, 12% interest, due February 8, 2022		100,000			100,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		25,000			25,000
Convertible notes payable, secured, 10% interest, due December 2021, in default		10,000			10,000
Convertible notes payable, 8% interest, due February 2023		385,000			-
Total notes payable		1,382,750			1,033,132
Less unamortized discounts		(127,979	)		(1,700	)
Total convertible notes payable, net	$	1,254,771		$	1,031,432
Less current portion		(1,254,771	)		(1,031,432	)
Convertible notes payable, net - Long-term	$	-		$	-

XML

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2022

COMMITMENTS AND CONTINGENCIES

Schedule of Future Minimum Rental Payments for Operating Leases

Amounts due as of June 30, 2022	Operating Leases
2022		68,738
2023		63,693
2024		22,634
2025		21,886
Total minimum lease payments	$	176,951
Less: effect of discounting		(39,653	)
Present value of future minimum lease payments	$	137,298
Less: current obligations under leases		(60,932	)
Long-term lease obligations	$	76,367

XML

STOCK WARRANTS (Tables)

6 Months Ended

Jun. 30, 2022

STOCK WARRANTS

Schdule of Stock warrants activity

	Number of Shares		Weighted Average Exercise Price
Balance, December 31, 2021		2,510,485	$	1.85
Warrants granted and assumed		-		-
Warrants expired		-		-
Warrants canceled		-		-
Warrants exercised		-		-
Balance outstanding and exercisable, June 30, 2022		2,510,485	$	1.85

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		1,848,985		$	2.16
Warrants granted and assumed		1,144,000		$	1.00
Warrants expired		-			-
Warrants canceled		-			-
Warrants exercised		(482,500	)	$	1.00
Balance outstanding and exercisable, December 31, 2021		2,510,485		$	1.85

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	May 16, 2010
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Outstanding stock acquired percentage						100.00%
Common Stock outstanding warrants			9,664,713
Net of an allowance for doubtful account	$ 179,381		$ 179,381		$ 179,381
Advertising expense			1,720	$ 5,859
Research and development costs	$ 73,872	$ 36,274	$ 119,030	$ 176,764

XML

SPINOFF OF NOTATION LABS INC (Details) - USD ($)	Jun. 30, 2022	Feb. 22, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 79,517		$ 20,831
Due to related party	486,500		200
Total Assets of Discontinued Operations	566,017
Liabilities
Trade accounts payable and accrued liabilities	75,918		76,739
Due to related party	200
Notes payable - related party	400,000
Notes payable	21,340	$ 385,000	21,340
Royalty liability	460,000		460,000
Total current liabilities of discontinued operations	957,458		$ 758,279
Net liabilities spun off to shareholders	$ (391,441)

XML

SPINOFF OF NOTATION LABS INC (Details 1) - USD ($)	Jun. 30, 2022	Feb. 22, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 79,517		$ 20,831
Liabilities
Trade accounts payable and accrued liabilities	75,918		76,739
Due to related party	486,500		200
Notes payable - related party			200,000
Notes payable	21,340	$ 385,000	21,340
Royalty liability	460,000		460,000
Total current liabilities of discontinued operations	$ 957,458		$ 758,279

XML

SPINOFF OF NOTATION LABS INC (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
SPINOFF OF NOTATION LABS INC
Selling, general and administrative			$ 683
Research and development			25,804
Other (income) expense, net			2
Loss from discontinued operations before taxes			26,489
Taxes on income			0
Loss from discontinued operations, net of taxes	$ 0	$ 0	$ (26,489)	$ 0

XML

SPINOFF OF NOTATION LABS INC (Details 3) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
SPINOFF OF NOTATION LABS INC
Retained earnings transferred to Notation labs	$ 391,441
Net assets transferred to Notation labs	134,831
Net liabilities transferred to Notation labs	(536,114)
Accounts payable and accrued liabilities	(825)
Net transfers to Notation Labs included in Net Cash used in operating activities included in Discontinued Operations	(10,667)
Proceeds from notes payable related party	(114,000)
Net transfer to Notation labs from financing activities	151,160
Net transfers to Notation Labs included in Net Cash Provided by Financing activities Discontinued Operations	$ 37,160	$ 0

XML

GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
GOING CONCERN
Cash and cash equivalents	$ 1,992	$ 38,895	$ 303,972	$ 151,628
Accumulated deficit	(62,831,365)
Net loss	(2,849,965)
Net cash used in operating activities	$ 1,189,558

XML

INVENTORY (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
INVENTORY
Finished goods	$ 120,510	$ 119,418
Total	$ 120,510	$ 119,418

XML

ACCOUNTS RECEIVABLE NET (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
ACCOUNTS RECEIVABLE NET
Accounts receivable	$ 183,880	$ 184,805
Allowance for doubtful accounts	(179,381)	(179,381)
Total	$ 4,499	$ 5,424

XML

RELATED PARTY (Details ) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Total Note payable to related parties,gross	$ 246,950	$ 216,850
Less unamortized debt discount	0	0
Total notes payable	246,950	216,850
Less current portion	(136,450)	(106,350)
Total notes payable-long term	110,500	110,500
Note payable to related parties,gross	110,500	110,500
Note payable Secured 5%interest due May 2022 [Member]
Note payable to related parties,gross	19,450	4,350
Note payable Secured 12%interest due May 2030 [Member]
Note payable to related parties,gross	125,500	110,500
Note payable Secured 12%interest due April 2022 [Member]
Note payable to related parties,gross	$ 102,000	$ 102,000

XML

RELATED PARTY (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended
	Dec. 31, 2021	Apr. 30, 2021	Jan. 31, 2019	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 22, 2022
Notes payable	$ 21,340			$ 21,340		$ 21,340		$ 385,000
Interest expense				323,417	$ 660,553	496,027	$ 1,102,570
Accounts payable and accrued liability -relatedparty [Member]
Rent expense						$ 25,200	$ 25,200
Description						In January 2019, the Company executed a lease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $4,200 per month for a period of one year with an option to continue a month-to-month basis thereafter. Under ASC 842, this lease is not recorded on the balance sheet as its term is 12 months or less
Lease rent per month			$ 4,000
Term of lease			12 months
Rent expense associated with the lease	0			0		$ 0
Due amounts associated with the lease	34,500			34,500		34,500
Lease	71,700			81,100		81,100
Advances from a related party	$ 23,500			23,500		23,500
Minimum [Member]
Interest rate	5.00%
Maximum [Member]
Interest rate	12.00%
Related party [Member]
Received note payable from director				15,100		15,100
Notes payable due to officers and directors	$ 4,350			19,450		19,450
Notes payable	110,500			125,500		125,500
Company controlled by the CEO		$ 150,000
Interest rate		12.00%
Received advances from the company	$ 102,000			102,000		$ 102,000
Interest expense				$ 14,395	$ 25,973

XML

NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Notes payable	$ 763,840	$ 1,056,744
Less unamortized debt discounts	0	(56,367)
Total Notes Payable	763,840	1,000,377
Less current portion	(763,840)	(799,377)
Total Notes Payable - long term	0	201,000
Notes payable, secured, 30% interest, due June 2021 [Member]
Notes payable	125,000	125,000
Notes payable, secured, 12% interest, due April 2022 [Member]
Notes payable	95,000	95,000
Notes payable, secured, 10% interest, due June 2022 [Member]
Notes payable	0	219,333
Notes payable, unsecured, 0% interest, due on demand [Member]
Notes payable	13,000	13,000
Note payable, secured, 12% interest, due June 1, 2024 [Member]
Notes payable	79,920	93,411
Note payable, secured, 12% interest, due June 1, 2024 One [Member]
Notes payable	300,000	300,000
Notes payable, secured, 12% interest, due June 2024 [Member]
Notes payable	$ 10,000	$ 10,000

XML

NOTES PAYABLE (Details 1) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Total convertible notes payable	$ 1,382,750	$ 1,033,132
Less unamortized discounts	(127,979)	(1,700)
Total convertible notes payable, net	1,254,771	1,031,432
Less current portion of Convertible notes payable	(1,254,771)	(1,031,432)
Convertible notes payable - long term, net of debt discount	0	0
Convertible note payable due August 31, 2019
Total convertible notes payable, net	50,000	50,000
Convertible note payable due May 22, 2020
Total convertible notes payable, net	5,000	5,000
Convertible note payable due October 14, 2020
Total convertible notes payable, net	75,000	75,000
Convertible note payable due May 2020
Total convertible notes payable, net	162,750	162,750
Convertible note payable due May 1, 2022
Total convertible notes payable, net	350,000	350,000
Convertible note payable due Jan 6, 2022
Total convertible notes payable, net	0	30,382
Convertible note payable due Feb 8, 2022
Total convertible notes payable, net	100,000	100,000
Convertible note payable due Mar 3, 2021
Total convertible notes payable, net	25,000	25,000
Convertible note payable due Dec 2021
Total convertible notes payable, net	10,000	10,000
Convertible note payable due Feb 2023
Total convertible notes payable, net	385,000	0
Convertible notes payable due May 2, 2023
Total convertible notes payable, net	100,000	100,000
Convertible note payable due April 2023
Total convertible notes payable, net	45,000	50,000
Convertible note payable due Feb 15, 2024
Total convertible notes payable, net	$ 75,000	$ 75,000

XML

NOTES PAYABLE (Details Narrative) - USD ($)												1 Months Ended						3 Months Ended			6 Months Ended		9 Months Ended	12 Months Ended
	May 01, 2022	Nov. 12, 2021	Nov. 04, 2021	Jul. 12, 2021	May 12, 2021	Jun. 11, 2020	May 05, 2020	Feb. 08, 2019	May 02, 2017	Sep. 02, 2016	Jun. 02, 2016	Aug. 18, 2021	Feb. 19, 2020	May 16, 2019	Feb. 19, 2019	Feb. 15, 2018	May 22, 2017	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2019	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2019	Dec. 31, 2021
Issue of promissory note				$ 98,000	$ 103,000					$ 100,000		$ 10,000
Promissory note interest rate										12.00%
Shares granted										25,000
Debt discount										$ 25,000											$ 88,234	$ 881,507
Issuance of common stock, shares		100,000				11,250				50,000				50,000
Issuance of common stock, value		$ 125,000				$ 45,900				$ 21,000				$ 21,000							0	774,259
Issuance of common stock													205,000
Description of agreement with note holder														to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to splitting the notes the noteholder also agreed to extend the due date of the new $50,000 note to July 1, 2018 and on June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020 (see below) for the issuance of 80,000 shares valued $40,800
Repayments of notes payable																					292,904	74,674
Gain (loss) on extinguishment of notes		15,643
Total principle payment																					60,080
Gain (loss) on extinguishment of notes		$ (15,643)
Secured convertible note issue						$ 160,000
Common stock conversion price						$ 1.00
Note issue with warrants						160,000
Note issue with warrant value						$ 119,616
Debt discount amortized amount																								$ 165,516
Debt discount unamortized amount																		$ 0			0			0
Deriviative liabilty written off to additonal paid in capital																						152,451
Proceeds from notes payable																					0	829,358
Notes payable, net of debt discount																		763,840			763,840			799,377
Notes payable, net of debt discount																		763,840			763,840			1,056,744
Interest expense including amortization of the associated debt discount																					96,865	473,895
Proceeds from convertible notes payable																					350,000	418,250
Convertible Rate																					35,381	592,213
Loss on extinguishment of debt																		0	$ 0		$ 0	(260,000)
Notes payable entered into June 28, 2021
Shares granted																					157,834
Debt discount																					$ 56,367
Shares granted value																					169,198
Repayments of notes payable																					219,333
Proceeds from notes payable																					350,000
Unamortized discount																					0
Notes payable, net of debt discount																		0			0			219,333
Notes payable entered into Jan 30, 2019
Issuance of common stock, value																					$ 23,100
Issuance of common stock																					6,875
Stock issued for debt discounts and extensions, value																							$ 45,000
Proceeds from notes payable																							$ 100,000
Consideration for the consolidation of two notes payable to one - Jan 1, 2020
Repayments of notes payable																					$ 13,490
Gain (loss) on extinguishment of notes																					61,250
Gain (loss) on extinguishment of notes																					(61,250)
Proceeds from notes payable																					$ 260,000
Issuance shares of common stock	25,000																				175,000
Issuance shares of common stock value	$ 29,000																				$ 61,250
Notes payable, net of debt discount																		79,920			79,920			93,411
Consideration for the consolidation of three notes payable to one - Jan 1, 2020
Gain (loss) on extinguishment of notes																					61,250
Gain (loss) on extinguishment of notes																					(61,250)
Proceeds from notes payable																					$ 300,000
Issuance shares of common stock	25,000																				175,000
Issuance shares of common stock value	$ 29,000																				$ 61,250
Notes payable, net of debt discount																		300,000			300,000			300,000
Notes Payable Issue November 12,2021
Outstanding amount of note																		140,920			140,920			201,000
Issuance shares of common stock	100,000
Issuance shares of common stock value	$ 87,000
Notes payable entered into Jan 8, 2021
Proceeds from notes payable																					125,000
Notes payable, net of debt discount																		125,000			125,000			125,000
Notes payable entered into April 26, 2021
Proceeds from notes payable																					95,000
Notes payable, net of debt discount																		95,000			95,000			95,000
Notes Payable Issue November 04,2021
Issue of promissory note			$ 25,000
Outstanding amount of note																		13,000			13,000			13,000
Interest expenses including amortization																					130,413	$ 84,249
Convertible note issued Feb 8, 2019
Debt discount								$ 30,000
Proceeds from convertible notes payable								$ 50,000
Convertible Notes Payable																		50,000			50,000			50,000
Due Date								February 8, 2020
Shares Granted								7,500
Convertible note issued Feb 19, 2019
Debt discount															$ 2,500
Secured convertible note issue															$ 25,000
Convertible Notes Payable																		25,000			25,000			25,000
Due Date															August 19, 2019
Shares Granted															625
Convertible Rate															$ 4
Convertible note payable issued Mar 3, 2021
Debt discount																								1,700
Proceeds from convertible notes payable																								$ 25,000
Conversion price																								$ 0.80
Convertible Notes Payable																		25,000			25,000			$ 25,000
Convertible note issued Feb 15, 2018
Issuance of common stock, value																$ 8,995
Issuance of common stock																6,250
Proceeds from convertible notes payable																$ 75,000
Convertible Notes Payable																		75,000			75,000			75,000
Due Date																February 24, 2020
Convertible note payable issued Jan 6, 2021
Total principle payment																								30,382
Stock issued for debt discounts and extensions, value																								30,400
Proceeds from convertible notes payable																								$ 275,000
Exercise price																								$ 1
Convertible Notes Payable																		0			0			$ 30,382
Shares Granted																								122,857
Original issue discount																								$ 35,000
Convertible note payable issued February 8, 2021
Total principle payment																								5,000
Proceeds from convertible notes payable																								$ 100,000
Conversion price																								$ 0.80
Convertible Notes Payable																		100,000			100,000			$ 100,000
Financing expense																								20,000
Loss on extinguishment of debt																								20,000
Convertible note issued May 2017(2)
Secured convertible note issue									$ 50,000
Issuance shares of common stock	12,500
Issuance shares of common stock value	$ 14,500
Warrants Purchase									10,000
Conversion price									$ 4
Exercise price									$ 8.00
Convertible Notes Payable																		45,000			45,000			50,000
Convertible note issued May 2017
Stock issued for debt discounts and extensions, value									$ 10,000
Proceeds from convertible notes payable									$ 100,000
Warrants Purchase									20,000
Exercise price									$ 8.00
Convertible Notes Payable																		100,000			100,000			100,000
Conversion price									$ 4
Convertible note issued Nov 19, 2019
Stock issued for debt discounts and extensions, value																				$ 175,070
Deriviative liabilty written off to additonal paid in capital																				152,451
Proceeds from convertible notes payable																				$ 281,000
Convertible Notes Payable																		162,750			162,750			162,750
Shares Granted																				53,375
Derivative at inception																				$ 192,226
Origional issue discount																				$ 28,100
Convertible note issued May 5, 2020
Stock issued for debt discounts and extensions, value							$ 207,000														20,000
Issuance shares of common stock	75,000
Issuance shares of common stock value	$ 87,000
Proceeds from convertible notes payable							$ 350,000
Convertible Notes Payable																		350,000			$ 350,000			350,000
Due Date							May 1, 2021
Shares Granted							187,500														12,500
Convertible Rate							$ 1
Convertible note entered into June 2, 2016
Proceeds from convertible notes payable											$ 50,000
Warrants Purchase											6,250
Interest rate											12.00%
Conversion price											$ 8.00
Exercise price											$ 12
Convertible Notes Payable																		50,000			$ 50,000			50,000
Convertible note issued May 2017(3)
Proceeds from convertible notes payable																	$ 5,000
Warrants Purchase																	125
Conversion price																	$ 0.50
Exercise price																	$ 8
Convertible Notes Payable																		5,000			5,000			5,000
Due Date																	May 22, 2020
Convertible note issued June 15, 2021
Proceeds from convertible notes payable																								$ 10,000
Conversion price																								$ 0.80
Convertible Notes Payable																		10,000			10,000			$ 1,000
Due Date																								December 15, 2021
Shares Granted																								6,875
Net of unamortized discount																		0			0			$ 0
Convertible note February 22, 2022
Proceeds from convertible notes payable																					385,000
Convertible Notes Payable																		$ 385,000			$ 385,000
Due Date																					February 22, 2023
Shares Granted																					165,216
Total debt discount																					$ 158,147

XML

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
2022	$ 68,738
2023	63,693
2024	22,634
2025	21,886
Total minimum lease payments due	176,951
Less: effect of discounting	(39,653)
Present value of future minimum lease payments	137,298
Current obligations under leases	(60,932)
Long-term lease obligations	$ 76,367	$ 0

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended	12 Months Ended
	Apr. 29, 2021	Jan. 31, 2020	Jan. 31, 2019	Jun. 30, 2022	Dec. 31, 2018	Dec. 31, 2021
Right to use asset				$ 140,453		$ 17,744
Office Lease Agreement [Member]
Payment of civil penalties	$ 25,000
Civil penelties payment terms	(1) $5,000 within 14 days of entry of the order; (2) $7,500 within 180 days of entry of the order; (3) $6,250 within 270 days of entry of the order; and (4) $6,250 within 360 days of entry of the order
Penelties paid				5,000
Right to use asset				9,622
Penelties due				20,000
Lease liability				$ 10,232
Lease term		17 months	12 months		39 months
Intrest rate					3.00%
Monthly Installment and Interest Amount		$ 5,805	$ 4,200		$ 1,680
Security deposit		$ 5,805			$ 1,781

XML

STOCK WARRANTS (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
STOCK WARRANTS
Number of shares, Outstanding, Beginning Balance	2,510,485	1,848,985
Warrants granted and assumed		1,144,000
Warrants exercised		(482,500)
Number of shares, Outstanding, Ending balance	2,510,485	2,510,485
Weighted average Excercese price, Begining balance	$ 1.85	$ 2.16
Weighted average exercise price, Granted and assumed	0	1.00
Weighted average exercise price of shares canceled	0	0
Weighted average exercise price of shares expired	0	0
Weighted average exercise price of shares exercised	0	1.00
Weighted average exercise price of shares outstanding, Ending balance	$ 1.85	$ 1.85

XML

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)					1 Months Ended				3 Months Ended			6 Months Ended
	Jun. 01, 2022	May 02, 2022	May 01, 2022	Mar. 07, 2022	Feb. 22, 2022	Jan. 24, 2022	Sep. 27, 2021	Feb. 19, 2020	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021	Oct. 26, 2020
STOCKHOLDERS EQUITY
Preferred stock, Par value									$ 0.001			$ 0.001	$ 0.001
Common stock, Shares issued								175,000	20,387,667			20,387,667	20,217,577
Increase in accumulated deficit						$ 391,441
Imputed interest										$ 19,595	$ 0	$ 19,595
Rounding cancelled shares												126
Common stock, Par value									$ 0.001			$ 0.001	$ 0.001
Authorized capital stock														1,010,000,000
Common shares, Authorized									100,000,000			100,000,000		1,000,000,000
Preferred stock, shares authorized									10,000,000			10,000,000		10,000,000
Reverse stock split							1-for-8
Series A Preferred Stock, Designated									76,000			76,000
Per share Value									$ 1.00			$ 1.00
Series A preferred shares, Outstanding								76,000	76,000			76,000	76,000
Shares of common stock issued								205,000
Warrants issued								76,000
Granted shares					165,216
Post-split shares of common stock value					$ 123,147				$ 20,387			$ 20,387	$ 20,217
Notes payable date					Feb. 22, 2023
Shares issued for services				5,000					2,200,000			2,140,000
Shares issued as post split	100,000	12,500	75,000
Shares issued for services value				$ 5,000					$ 642,990			$ 608,990
Notes payable					$ 385,000				$ 21,340			$ 21,340	$ 21,340

XML

SUBSEQUENT EVENT (Details Narrative) - USD ($)			1 Months Ended
	Dec. 15, 2022	Nov. 09, 2022	Aug. 01, 2022	May 03, 2023	Nov. 30, 2022	Aug. 04, 2022	Jun. 30, 2022	Dec. 31, 2021	Feb. 19, 2020
Common stock, share Issued							20,387,667	20,217,577	175,000
Subsequent Event [Member]
Share issued for settelment	90,000
Accrued interest	$ 18,000
Shares issued				84,400	115,973
Stock issued for services, shares		18,750
Common stock for services				2,200,000
Rescission and retirement of shares			126,440
Common stock, share Issued						87,500
Common stock Value			$ 158,050