Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

Share Name	Share Symbol	Market	Type
ElectroMedical Technologies Inc (PK)	USOTC:EMED	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.0004	0.0004	0.0005	0.0004	0.00035	0.0004	8,730,470	14:55:15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the Fiscal Year Ended December 31, 2023

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

For the Transition Period From to

Commission File Number 000-56192

ELECTROMEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of

Incorporation)

5047

(Primary Standard Industrial

Classification Code Number)

82-2619815

(I.R.S. Employer

Identification No.)


16413 N. 91^st Street, Ste. C140
Scottsdale, AZ	85260
(Address of principal executive offices)	(Zip Code)

(888) 880-7888

(Registrant’s telephone number, including area code)


Title of each class	Trading symbol	Name of exchange on which registered

$0.00001 par value, common stock	EMED	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ☒

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☒

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

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

The aggregate market value of common equity held by non-affiliates of the Registrant as of December 31, 2023 was approximately $313,166.

As at April 30, 2024, 507,288,394 shares of common stock, par value $0.00001, were issued and outstanding.

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TABLE OF CONTENTS


ITEM 1.	BUSINESS	3

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	10

ITEM 2.	PROPERTIES	10

ITEM 3.	LEGAL PROCEEDINGS	10

ITEM 4.	MINE SAFETY DISCLOSURES	10

	PART II
ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION AND HOLDERS	11

ITEM 6.	SELECTED FINANCIAL DATA	11

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	16

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	39

ITEM 9A.	CONTROLS AND PROCEDURES	39

ITEM 9B.	OTHER INFORMATION	40

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	41

ITEM 11.	EXECUTIVE COMPENSATION	44

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	45

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	46

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	48

	PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	50

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PART I.

ITEM 1. BUSINESS

This annual report on Form 10-K (including, but not limited to, the following disclosures regarding our Business) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this annual report on Form 10-K. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements.

Forward-looking statements in this annual report on Form 10-K reflect our good faith judgment based on facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report on Form 10-K. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this annual report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this annual report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Company Background

The Company was formed in Nevada in August 30, 2002 as IntelSource Group, Inc. and began operations in 2003. In 2007, IntelSource Group, Inc. merged with ElectroMedical Technologies, LLC. The Company began acting as Electro Medical Technologies, LLC, an Arizona limited liability company on November 9, 2010, after the merger with ElectroMedical Technologies, LLC, a Nevada Company. The Company converted to a corporation in the State of Delaware on August 23, 2017.

Electromedical Technologies is a bioelectronics manufacturing and marketing company. We offer U.S. Food and Drug Administration (FDA) cleared medical devices for pain management.

Bioelectronics is a developing field of “electronic” medicine that uses electrical impulses over the body’s neural circuitry to try to alleviate pain without drugs. The human body is controlled by electrical signals sent through the nervous system, which can become distorted after accidents or because of disease. The field of bioelectronic medicine aims to safely correct irregularities in the nervous system by modifying the electrical language of the body related to pain relief.

Additionally, we have a corporate goal to offer the public effective alternatives to addictive pain-relieving drugs, such as opioids. According to the Society of Actuaries, opioid overdose deaths are now the single largest factor slowing the growth in U.S. life expectancy and has led to stagnation or decreases in life expectancy three years in a row for the first time since 1915–1918, when the country was facing World War I and the Spanish flu pandemic. The U.S. Centers of Disease Control and Prevention (CDC) has reported that, from 1999 through 2017, nearly 400,000 have died from overdoses from prescription or illicit opioids. It is our aim to offer effective alternatives to pain management.

We believe that we do this by delivering innovative solutions that provide fast and long-lasting pain relief across the broadest range of ailments. We engineer simple-to-use bioelectronics therapy devices, which send a proprietary sequence of electrical signals. We believe our devices have proven to be highly effective over the past decade and have the technological capability to be used in medical research.

The Company is publicly traded on the OTC Markets under the symbol EMED.

Business Overview

Bioelectronics

Electromedical Technologies is a bioelectronics manufacturing and marketing company. We offer U.S. Food and Drug Administration (FDA) cleared medical devices for pain management.

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Bioelectronics is a developing field of “electronic” medicine, which uses electrical impulses over the body’s neural circuitry to try to alleviate pain, without drugs. The human body is controlled by electrical signals sent through the nervous system, which can become distorted after accidents or as a result of disease. The field of bioelectronic medicine aims to safely correct irregularities in the nervous system by modifying the electrical language of the body related to pain relief.

Our mission is to improve global wellness for people suffering from various painful conditions by relieving chronic and acute pain using energy, frequency, and vibration as an alternative to pharmaceuticals and that one day, read and modify electrical signals passing along nerves in the body, to restore long-term health. We believe that we do this by delivering innovative solutions providing fast and long-lasting pain relief across the broadest range of ailments. We engineer simple-to-use bioelectronics therapy devices, which send a proprietary sequence of electrical signals. We believe our devices have proven to be highly effective over the past decade and have the technological capability to be used in medical research.

We have a corporate goal to offer the public effective alternatives to addictive pain-relieving drugs, such as opioids. According to the Society of Actuaries, opioid overdose deaths are now the single largest factor slowing the growth in U.S. life expectancy and has led to stagnation or decreases in life expectancy three years in a row for the first time since 1915–1918, when the country was facing World War I and the Spanish flu pandemic The Centers for Disease Control (CDC) reports that overdose deaths involving prescription opioids have quadrupled since 1999 and that drug overdoses now kill more people every year than gun violence or car accidents. From 1999 to 2017, more than 702,000 people have died from a drug overdose. In 2017, more than 70,000 people died from drug overdoses, making it a leading cause of injury-related death in the United States. It is our aim to offer effective nontoxic, noninvasive alternatives to pain management.

We believe that we can provide an opioid-free solution to over 100 million people suffering from chronic and acute pain just in the US market alone. In recent years, we have also focused on the market for U.S. military service veterans, many of whom do not have many options other than powerful drugs that can cause side effects when it comes to treating chronic or acute pain. We intend to include a special program that will offer our new POD devices at no upfront cost for the veterans of the U.S. armed forces and their immediate families, which, according to the Census Bureau, as of 2014, consists of nearly 22 million individuals.

Industry and Regulatory Overview

Medical devices are regulated by the Food and Drug Administration (“FDA”) in the United States and can be regulated by foreign governments for devices sold internationally. The Company has medical device certifications in the USA (FDA),

The Federal Food, Drug and Cosmetic Act and regulations issued by the FDA regulate testing, manufacturing, packaging, and marketing of medical devices. Under the current regulations and standards, we believe that our devices are subject to general controls, including compliance with labeling and record-keeping rules. In addition, our medical devices require pre-market approval, which for TENS devices can be achieved through a 510(k) premarket notification submission.

Our manufacturing processes and facilities are also subject to regulations, including the FDA’s QSR requirements (formerly Good Manufacturing Practices). These regulations govern the way we manufacture our products and maintain documentation for our manufacturing, testing, and control activities. In addition, to the extent we manufacture and sell products abroad, those products are subject to the relevant laws and regulations of those countries.

The labeling of our devices, our promotional activities, and marketing materials are regulated by the FDA and various state agencies. Activities that are constrained by these regulations include the marketing of our products for “off-label” usage; that is, recommendations to use our products for purposes other than what is indicated in the labeling. Violations of this requirement may result in administrative, civil, or criminal actions against the manufacturer or seller by the FDA or governing state agencies.

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An element of our strategy is to continue to upgrade our products, add new features and expand clearance or approval of our current products to new indications. In the United States, before we can market a new medical device, or a new use of, a new claim for or significant modification to an existing product, we must first receive either clearance under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, or the FDCA, or approval of a premarket approval application, or PMA, from the FDA, unless an exemption applies. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is “substantially equivalent” to a legally marketed “predicate” device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified, or a 510(k)-exempt device. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence. In the PMA process, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, pre-clinical, clinical trial, manufacturing, and labeling data. Our ability to successfully obtain clearance for any new indications will be dependent on us submitting data as to the successful completion of clinical trials evidencing safety and efficacy. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices. However, some devices are automatically subject to the PMA pathway regardless of the level of risk they pose because they have not previously been classified into a lower-risk class by the FDA. Manufacturers of these devices may request that the FDA review such devices in accordance with the de novo classification procedure, which allows a manufacturer whose novel device would otherwise require the submission and approval of a PMA prior to marketing to request down-classification of the device on the basis that the device presents low or moderate risk. If the FDA agrees with the down classification, the applicant will then receive authorization to market the device. This device type can then be used as a predicate device for future 510(k) submissions. We initially received marketing authorization for our device through the de novo classification process, and we have made changes to our system through subsequent 510(k) clearances. The process of obtaining regulatory clearances or approvals or completing the de novo classification process to market a medical device can be costly and time-consuming, and we may not be able to successfully obtain pre-market reviews on a timely basis if at all.

Modifications to products that are approved through a PMA application generally require FDA approval. Similarly, certain modifications made to products cleared through a 510(k) or authorized through the de novo classification process may require a new 510(k) clearance. Each of the PMA approval, de novo classification and the 510(k) clearance processes can be expensive, lengthy and uncertain. The FDA’s 510(k) clearance process usually takes from three to 12 months but can last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) -clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, a PMA generally requires the performance of one or more clinical trials.

Despite the time, effort, and cost, a device may not be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatory approvals or clearances could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the device, which may limit the market for the device.

Any modifications to our existing products may require new 510(k) clearance; however, future modifications may be subject to the substantially more costly, time-consuming and uncertain PMA process. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, product introductions or modifications could be delayed or canceled, which could cause our sales to decline.

The FDA can delay, limit, or deny clearance or approval of a device for many reasons, including: we may be unable to demonstrate to the FDA’s satisfaction that the product or modification is substantially equivalent to the proposed predicate device or safe and effective for its intended use; the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; and the manufacturing process or facilities we use may not meet applicable requirements.

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Even if granted, a 510(k) clearance, de novo classification, or PMA approval imposes substantial restrictions on how our devices may be marketed or sold, and the FDA continues to place considerable restrictions on our products and operations. For example, the manufacture of medical devices must comply with the FDA’s Quality System Regulation or QSR. In addition, manufacturers must register their manufacturing facilities, list the products with the FDA, and comply with requirements relating to labeling, marketing, complaint handling, adverse event, and medical device reporting, reporting of corrections and removals, and import and export. The FDA monitors compliance with the QSR and these other requirements through periodic inspections. If our facilities or those of our manufacturers or suppliers are found to be in violation of applicable laws and regulations, or if we or our manufacturers or suppliers fail to take satisfactory corrective action in response to an adverse inspection, the regulatory authority could take enforcement action, including any of the following sanctions: untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; customer notifications or repair, replacement, refunds, detention or seizure of our products; operating restrictions or partial suspension or total shutdown of production; refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products; withdrawing 510(k) marketing clearances or PMA approvals that have already been granted; refusing to provide Certificates for Foreign Government; refusing to grant export approval for our products; or pursuing criminal prosecution. Any of these sanctions could impair our ability to produce our products in a cost-effective and timely manner in order to meet our customers’ demands and could have a material adverse effect on our reputation, business, results of operations, and financial condition. We may also be required to bear other costs or take other actions that may have a negative impact on our sales and our ability to generate profits.

In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions that may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain new 510(k) clearances, increase the costs of compliance or restrict our ability to maintain our current clearances. We also cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. For example, certain policies of the Trump administration may impact our business and industry. Namely, the Trump administration has taken several executive actions, including the issuance of a number of Executive Orders, that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine regulatory and oversight activities such as implementing statutes through rulemaking, issuance of guidance, and review and approval of marketing applications. It is difficult to predict how these executive actions, including the Executive Orders, will be implemented and the extent to which they will impact the FDA’s ability to exercise its regulatory authority. If these executive actions impose constraints on FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

In order to sell our products in member countries of the EEA our products must comply with the essential requirements of the EU Medical Devices Directive (Council Directive 93/42/EEC). Compliance with these requirements is a prerequisite to be able to affix the CE Mark to our products, without which they cannot be sold or marketed in the EEA. To demonstrate compliance with the essential requirements, we must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can issue an EC Declaration of Conformity based on a self-assessment of the conformity of its products with the essential requirements of the EU Medical Devices Directive, a conformity assessment procedure requires the intervention of an organization accredited by a Member State of the EEA to conduct conformity assessments, or a Notified Body. Depending on the relevant conformity assessment procedure, the Notified Body would typically audit and examine the technical file and the quality system for the manufacture, design, and final inspection of our devices. The Notified Body issues a certificate of conformity following the successful completion of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential requirements. This certificate entitles the manufacturer to affix the CE Mark to its medical devices after having prepared and signed a related EC Declaration of Conformity.

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Sales and Marketing

Principal Products and Services

WellnessPro Plus

Our principal product, WellnessPro Plus, is an intelligent and effective bioelectronics therapy prescription deviceand is used by consumers and healthcare professionals to relieve chronic and acute pain. Research studies have shown the efficacy of bioelectronics therapy in the treatment of chronic pain from a variety of ailments, including arthritis, chronic low back pain, fibromyalgia, diabetic neuropathy, Lyme disease, osteoarthritis, and neuropathic pain. This medical device is classified by the FDA as a transcutaneous electrical nerve stimulation (“TENS”) device. We believe, based on consumer and professional testimonials from the past decade, that our device has been on the market, that the WellnessPro Plus treats pain conditions faster with longer-lasting relief, compared to lower-cost conventional TENS devices. We attribute this in part to our proprietary algorithm and technology that we call the “DeepPulse.” With the DeepPulse there are close to one million frequency ranges to choose from to help prevent accommodation. The device can also generate micro-current stimulation to mimic the body’s own electric signals.

The device sends a proprietary sequence of electrical signals that change at various times, preventing accommodation (where the body adapts to specific treatments, diminishing treatment effectiveness). Also, our proprietary DeepPulse pre-modulation technology allows signals to penetrate deeper into affected areas, which we believe produces faster, longer-lasting pain relief. Additionally, our micro-current mode delivers signals which naturally mimic the body’s signals, triggering the body’s own natural ability to relieve pain via “endorphin release” and accelerating the ION pump exchange. This allows for the reduction of pain, increased microcirculation, and oxygenation of red blood cells, which in turn helps the body de-stress from pain and trigger natural, healthy processes necessary for better health.

We are finalizing the development of an enhanced version of our Wellness Pro Plus that we intend to market under the name “Wellness Pro Plus Infinity.” This device will include expanded bioelectric modalities, safety, and efficacy. We expect that the Wellness Pro Plus Infinity will be ready for market in fiscal 2024.

WellnessPro POD and Wellness ION Pen

We are planning to bring two new products to market – extending the Wellness Product line: the WellnessPro POD, our first wearable product, and the Wellness ION Pen. We believe that the WellnessPro POD represents an exciting product line expansion as a “clinical-grade” wearable device that is intended to treat chronic pain, PTSD, anxiety, depression, and insomnia. We intend to sell this device over the counter; however, some modalities on this device may only be provided with a prescription. Our target market for the WellnessPro POD is chronic pain sufferers, which is estimated to be 100 million individuals in the United States alone. We intend to focus on various segments in this market, including veterans of the U.S. armed forces, which, according to the Census Bureau, as of 2014, consists of nearly 22 million individuals. Our goal is to educate the medical community of the benefits of “natural”, non-invasive, non-toxic pain relief and for the WellnessPro POD to be an initial choice for practitioners to prescribe separately or in conjunction with pain medication.

Both new products will integrate with the WellnessPro Plus to leverage the engineering breakthroughs and intellectual property found in the WellnessPro Plus, and yet will still function as standalone devices.

WellnessPro POD

●

The WellnessPro POD is a compact “clinical-grade” wearable intended to keep pace with the evolution in pain management across practice segments, which will expand the range of treated modalities from chronic and acute pain to include PTSD, anxiety, depression, and insomnia.

Wellness ION Pen

●

The Wellness ION Pen is a unique interferential cold laser used to deliver targeted frequency stimulation. This therapeutic laser, which we intend to sell over the counter, will deliver expanded wavelengths relative to comparable lasers combined with micro-stimulation. We believe this will improve circulation and tissue healing and reduce inflammation and pain. The Wellness ION Pen will also have cosmetic applications for skin issues.

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Market

The Wellness line of products is intended for anyone living with pain caused by various medical conditions or trauma, or who is battling pharmaceutical (e.g., opioid) dependency or addiction. The products can be purchased directly by consumers or used by healthcare practitioners, including:

●

Chiropractors;

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Physiotherapists;

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Pain management doctors and clinicians;

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Natural medicine doctors;

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Sports medicine doctors; and

●

Athletic trainers.

According to information provided by the American Academy of Pain Medicine, at least 100 million Americans suffer from chronic pain, not including acute pain for children. We believe that Electromedical represents a tested, proven solution for different segments of the population.

We plan to address these individuals directly as well as through their healthcare providers. There are approximately 77,000 chiropractors and 123,000 physiotherapists in the United States. Combined, over 200,000 healthcare practitioners focused on rehabilitation and pain relief – not to mention practitioners involved in sports medicine, natural medicine and pain management.

In addition, we believe there are certain niche markets that our products are well suited to address. As discussed above, we expect that veterans will be the first market for the WellnessPro POD as it addresses the various needs our veteran population is suffering from.

Further, we believe that our products can help provide a solution to the opioid problem. Our current product, WellnessPro Plus, assists with the recovery from opioid addiction. We believe that the WellnessPro POD will also be highly effective for pain management and relief and could be used as an alternative or can be prescribed in conjunction with pain medication to reduce the amount of deaths and addictions due to Opioid abuse and misuse.

Strategy

Electromedical Technologies, for the first fifteen years of its existence, has been fortunate to have grown “organically” without formal sales and marketing programs. We believe this is fundamental because of the product’s ability to deliver uncommon levels of pain relief, better quality of life, and wellness for thousands of customers. Customers subsequently shared their miraculous stories of recovery – some of which can be found on our website. We believe that those testimonials influenced thousands of people living with ailments and pain to turn to WellnessPro Plus for relief. These changes in with the additional capital we are planning to raise. In 2023 and beyond, Electromedical will engage in a comprehensive and fully integrated marketing program to increase sales and build the Electromedical brand. The integrated marketing program will include the following elements:

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Website marketing

Using sophisticated tools integrated with our website, such as marketing automation, we will automate the process of nurturing web visitors and increasing sales.

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Digital marketing.

Using advanced approaches for improving the Company’s organic and paid search optimization results, we will increase traffic to and sales from our website.

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Social marketing and advertising.

Using a comprehensive approach to marketing across the primary social channels (twitter, LinkedIn, Facebook, YouTube, Instagram), we will engage consumers and influencers (associations), elevate the brand and increase sales directly and indirectly.

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Social marketing will also include the thoughtful use of Facebook ads and LinkedIn-sponsored posts to drive web traffic and increase sales.

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Content marketing.

Using a thoughtful approach to newsletters and blog content, we will elevate the brand and increase sales directly and indirectly.

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Partner and association marketing.

We will selectively identify associations and partners that can help elevate the brand and increase sales. Examples of associations that we intend to target include the American Chiropractic Association, which may provide an important opportunity to increase awareness, exercise thought leadership, and drive sales.

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Trade show marketing

We will evaluate and participate in selective medical device and wellness trade shows, which elevate the brand and increase sales.

In addition to a comprehensive marketing program, Electromedical will make strategic investments in sales staff, training, and support, all intended to expand distribution and sales.

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Sales Staff: Electromedical intends to hire a Director of Business and Sales Development to further develop its business opportunities in various geographic areas.

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National Technical Training Manager: Electromedical intends to hire a National Technical Training Manager to develop and implement training programs.

Research and Development

The Company has several products in various stages of research and development. We are finalizing development of an enhanced version of our Wellness Pro Plus that we intend to market under the name “Wellness Pro Plus Infinity.” This device will include expanded bioelectric modalities, safety, and efficacy. We expect that the Wellness Pro Plus Infinity will be ready for market in fiscal 2024.

We are also planning to bring two new products to market – extending the Wellness Product line: the WellnessPro POD, our first wearable product, and the Wellness ION Pen. We believe that the WellnessPro POD represents an exciting product line expansion as a “clinical-grade” wearable device that is intended to treat chronic pain, PTSD, anxiety, depression, and insomnia. We intend to sell this device over the counter; however, some modalities on this device may only be provided with a prescription. Our target market for the WellnessPro POD is chronic pain sufferers, which is estimated to be 100 million individuals in the United States alone. We intend to focus on various segments in this market, including veterans of the U.S. armed forces, which, according to the Census Bureau, as of 2014, consists of nearly 22 million individuals. Our goal is to educate the medical community about the benefits of “natural”, non-invasive, non-toxic pain relief and for the WellnessPro POD to be an initial choice for practitioners to prescribe separately or in conjunction with pain medication.

Both of these new products will integrate with the WellnessPro Plus to leverage the engineering breakthroughs and intellectual property found in the WellnessPro Plus, and yet will still function as standalone devices.

WellnessPro POD

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Wellness ION Pen

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Significant Customers

For both the years ended December 31, 2023 and 2022, the Company had two significant customers.

Intellectual Property

Electromedical Technologies has the rights to several trademarks concerning Wellness+Plus Pro®, WellnessPro POD™, IDNA Internative Dynamic Neuro Adaptation®Deep Pulse™, WellnessPro™, FaceSPA™ and Electromedical Technologies®. The Company has a provisional utility patent filed and a registered design patent for the Wellness Pro Infinity™.

Competition

We operate in the pain management, rehabilitation, and physical therapy market. We not only compete with other similar devices that treat pain and other medical ailments but also with traditional treatment approaches such as drug prescriptions and surgery and rehabilitation therapy and complementary medical practices such as acupuncture. Further, our competitors include several large, diversified companies that have more financial, marketing, and other resources, distribution networks, and greater name recognition than us. These competitors include Galvani Bioelectronics, Medtronic, and DJOGlobal-Chatanooga. Historically, Electromedical has competed in the “electromedical” and “bio-electrotherapy” device segment, including the crowded TENS market, which now includes inexpensive TENS devices such as the devices produced by “IcyHot.”

Employees

As of December 31, 2023, we have 6 full-time employees, 4 of whom are U.S based, primarily at our Scottsdale, Arizona headquarters. None of our U.S. employees are represented by a labor union.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

As of December 31, 2022, the Company owned the over 5,000 square foot office warehouse unit where its headquarters was located at, 16561 N. 92^nd Street, Unit D101, Scottsdale, Arizona. On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818 upon repayment in full of the Company’s bank debt. The Company simultaneously entered into a one-year lease agreement with the purchaser to lease the facilities for $9,000 a month. In September 2023, the Company entered into an operating lease for 3,300 square feet of office and warehouse space at 16413 N. 91^st Street, Unit C140, Scottsdale, Arizona. The lease provides for a base rent of $5,280 per month through September 30, 2026. The lease may be renewed for a three-year period.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.MARKET INFORMATION AND HOLDERS

Our common stock trades on the OTC Markets under the ticker symbol “EMED.” As of December 31, 2023, there were 110 holders of record of our common stock. The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock:


For the Period Ending	High		Low
Fourth Quarter, 2022	$	0.025	$	0.006
First Quarter, 2023	$	0.011	$	0.005
Second Quarter, 2023	$	0.005	$	0.001
Third Quarter, 2023	$	0.001	$	0.001
Fourth Quarter, 2023	$	0.001	$	0.001

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Instead, we currently anticipate that we will retain all of our future earnings, if any, to fund the operation and expansion of our business and to use as working capital and for other general corporate purposes. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing law and conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements contained in this report that are not statements of historical fact, including, without limitation, statements containing the words “believes,” “expects,” “anticipates,” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time, we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ as a result of many factors, including the risks discussed from time to time in this report, including the risks described under “Risk Factors” in any filings we have made with the SEC.

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies, and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

Background

Electromedical Technologies is a bioelectronics manufacturing and marketing company. We offer U.S. Food and Drug Administration (FDA) cleared medical devices for pain management.

Bioelectronics is a developing field of “electronic” medicine that uses electrical impulses over the body’s neural circuitry to try to alleviate pain without drugs. The human body is controlled by electrical signals sent through the nervous system, which can become distorted after accidents or as a result of disease. The field of bioelectronic medicine aims to safely correct irregularities in the nervous system by modifying the electrical language of the body related to pain relief.

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Additionally, we have a corporate goal to offer the public effective alternatives to addictive pain-relieving drugs, such as opioids. According to the Society of Actuaries, opioid overdose deaths are now the single largest factor slowing the growth in U.S. life expectancy and has led to stagnation or decreases in life expectancy three years in a row for the first time since 1915–1918, when the country was facing World War I and the Spanish flu pandemic. The U.S. Centers for Disease Control and Prevention (CDC) has reported that, from 1999 through 2017, nearly 400,000 have died from overdoses from prescription or illicit opioids. It is our aim to offer effective alternatives to pain management.

Critical Accounting Policies and Estimates

Revenue Recognition

The FASB issued Accounting Standards Update (“ASU”) No. 2014-09, codified as ASC 606: Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of the product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets.

Equity Issued with Convertible Debt

The Company is required to issue warrants in conjunction with certain convertible debt. The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the time of issuance and classified as equity.

The Company values the warrants using Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance.

Derivative Liabilities

The Company’s convertible promissory notes contain variable conversion provisions upon default. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options are recorded as derivative liabilities on the default dates and at each reporting period.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates Critical accounting estimates and assumptions used that are significant to the financial statements, and areas involving a higher degree of judgement or complexity, include the valuation of equity instruments and derivative liabilities.

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Results of Operations

The following table sets forth the audited results of our operations for the years ended December 31:


	2023		2022
Net sales	$	1,348,808	$	1,149,844
Cost of sales:		303,303		261,203
Gross profit		1,045,505		888,641
Operating expenses		3,110,446		2,492,169

Loss from operations		(2,064,941)		(1,603,528)
Other expense		(576,305)		(1,864,972)
Net loss	$	(2,641,246)	$	(3,468,500)

January 1, 2023 through December 31,2023 Compared to January 1, 2022 through December 31, 2022

Our sales totaled $1,348,808 for the year ended December 31, 2023 and $1,149,844 for the year ended December 31, 2022. The increase is primarily related to an increase in average selling price as well as additional units sold.

Cost of sales and gross margins for the year ended December 31, 2023, and for the year ended December 31, 2022, were $303,303 and 78% and $261,203 and 77%, respectively. Our cost of sales consists of the cost of materials and distribution expenses. Cost of sales and gross margins are affected by product mix as well as the mix in the level of sales between commissioned agents and distributors.

The following table sets forth the operating expenses for the years ended December 31:


	2023		2022		Change
Sales and marketing	$	33,291	$	30,566	$	2,725
Commissions		158,398		220,567		(62,169)
Payroll related		1,451,944		963,177		488,767
Consulting and professional fees		799,400		940,954		(141,554)
Research and development		231,434		92,299		139,135
Other operating expenses		435,979		244,606		191,373
	$	3,110,446	$	2,492,169	$	618,277

The following table sets forth the stock- based compensation expense included in the above operating expenses for the years ended December 31:


	2023		2022		Change
Sales and marketing	$	—	$	8,000	$	(8,000)
Payroll related		400,000		14,703		385,297
Consulting and professional fees		315,000		486,900		(171,900)
	$	715,000	$	509,603	$	205,397

Selling, general, and administrative expenses consist primarily of payroll-related expenses, commissions, consulting and professional fees, sales and marketing, research and development, and other operating expenses. Selling, general and administrative expenses totaled $3,110,446 for the year ended December 31, 2023 and $2,492,169 for the year ended December 31, 2022, an increase of $618,277 or about 25%.

The change is primarily due to a $488,767 increase in payroll-related costs of which $385,297 is stock-based compensation, increased research and development costs of $139,135 and other operating costs of $191,373 partially offset by a decrease in consulting and professional fees of $141,554, primarily stock- based compensation-related and commissions of $62,169.

The non-stock-based compensation increase in payroll-related costs consist primarily of additional employee headcount and a $105,000 increase in the salary paid to the Company’s CEO in conjunction with the January 2023 employment agreement, partially offset by a decrease in bonuses paid to the Company’s CEO and other employees of approximately $45,000.

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The increase in research and development costs relates to payments made under its product development agreement as new milestones were met. The increase in other operating expenses consists primarily of rent expense and moving costs after the sale of the building, an increase in insurance related to D&O insurance and travel and entertainment and trade show costs reflecting expanded sales and marketing efforts.

Stock-based compensation expense for the year ended December 31, 2023, includes $315,000 related to a consulting agreement with an advisor and director and $400,000 related to the issuance of a share of Series B Preferred stock to the Company’s CEO. Stock-based compensation expense for the year ended December 31, 2022, includes $461,900 related to third-party agreements for financial and strategic advisory services, $25,000 for director’s fees, and $10,000 for shares of Series A preferred stock issued to the Company’s CEO as compensation.

Other expense decreased by $1,288,667 primarily due to the 2023 gain on the sale of the Company’s building of $1,193,676 and 2022 loss on extinguishment of debt of $1,079,800, partially offset by an increase in interest expense of $102,083, accrued penalties of $409,000 for convertible notes payable in default and losses associated with derivative liabilities of $355,597. The increase in interest expense reflects $263,476 related to the valuation of certain trigger warrants for matured convertible notes payable.

As a result of the foregoing, we recorded a net loss of $2,641,246 for the year ended December 31, 2023, compared to a net loss of $3,468,500 for the year ended December 31, 2022. The decrease in net loss is primarily attributed to the decrease in other expense and increased gross profit, partially offset by an increase in selling, general and administrative expenses.

COVID-19 may impact our business.

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in which we operate. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, COVID-19 may have an adverse effect on our business. While we are taking diligent steps to mitigate any possible disruptions to our business, we are unable to predict the extent or nature of these impacts, at this time, on our future financial condition and results of operations.

Liquidity and Capital Resources

During the year ended December 31, 2023, our cash and cash equivalents decreased by $280,721, reflecting cash used in operations of $1,417,393, and cash used in financing activities of $608,211, partially offset by proceeds from financing activities of $1,744,883. At December 31, 2023, the Company had a working capital deficit of $2,907,369 and cash on hand of $87,704.

Operating Activities

Cash flows used in operating activities totaled $1,417,393 for the year ended December 31, 2023, as compared to cash flows used of $773,337 for the year ended December 31, 2022. The change in cash flows used in operating activities is primarily the result of an increase in inventory purchases and accrued liabilities, decreases in accounts payable and customer deposits, as well as an increase in the loss from operations.

Investing Activities

Cash provided by investing activities for the year ended December 31, 2023 totaled $1,744,883 related to $1,894,588 of gross proceeds from the sale of the Company’s building before payment of the outstanding long-term bank debt secured by the building. Investing activities for the year ended December 31,2023 also included capital expenditures totaling $149,705 for production tooling. There were no investing activities in the 2022 period.

Financing Activities

Cash flows used in financing activities totaled $608,211 for the year ended December 31, 2023, as compared to cash flows provided by financing activities of $758,592 for the year ended December 31, 2022. The cash flows used in the 2023 period are primarily the result of the $522,401 repayment of the long-term bank debt related to the building as part of the March 2023 sale and convertible notes payable payments totaling $85,985.

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The cash flows provided in the 2022 period reflect $1,545,140 in net proceeds from convertible promissory notes and $42,766 from the sale of common stock, partially offset by repayment of convertible promissory notes and related party notes payable totaling $803,959.

As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, February 11, 2022, and September 15, 2022, with a principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest and default interest, through the date of repayment, multiplied by 125% as well as terms that could impact the conversion price of the instruments. Default penalties totaling $257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender.

As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default, provision which required the Company to remit payment of principal, accrued interest, default interest and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 3, 2024, the Company entered into a settlement agreement with one of the lenders. The Company is in negotiations with the other lender to reform the note in default.

During the year - ended December 31, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes.

As of April 30, 2024, the Company entered into settlement agreements with two of the above lenders for amounts in default under various convertible promissory notes. Principal of $1,238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms:

●

Any and all outstanding warrants are to be cancelled without consideration.

●

The maturity dates have been extended to September 25, 2025.

●

Interest rate is capped at 12% per annum.

●

Default penalties accrued up to the settlement date and from the effective date forward are amended to 115% from 125%.

●

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $600 per unit from futures sales of the Company’s Wellness ProPlus Infinity units.

●

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date.

In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up - front interest charge at twelve percent (12)% of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non - assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion.

In March and April 2024, holders of convertible promissory notes converted $44,883 of principal into 44,002,186 shares of common stock at $0.00102 per share.

The Company requires additional capital to service its working capital deficit and fund future operations. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all of its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets. Our Independent Registered Public Accounting Firm included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

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Related Party Transactions

We follow FASB ASC subtopic 850-10, “Related Party Transactions,” for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Off Balance Sheet Arrangements

As of December 31, 2023, and 2022, we did 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accountants		18
Balance sheets as of December 31, 2023 and 2022		19
Statements of Operations for the years ended December 31, 2023 and 2022		20
Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022		21
Statements of Cash Flows for the years ended December 31, 2023 and 2022		22
Notes to Financial Statements		23

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Stockholders of Electromedical Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Electromedical Technologies, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ deficit, and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a negative working capital balance, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ dbbmckennon

PCAOB #3501
We have served as the Company’s auditor since 2018.
San Diego, California
April 30, 2024

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ELECTROMEDICAL TECHNOLOGIES, INC.

BALANCE SHEETS

DECEMBER 31,


	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	87,704	$	368,425
Accounts receivable		4,399		9,444
Inventories		68,517		62,061
Prepaid inventories and other current assets		288,565		207,872
Total current assets		449,185		647,802
Right of use asset		149,493		—
Property and equipment, net		149,705		705,469
Total assets	$	748,383	$	1,353,271

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	239,481	$	266,744
Credit cards payable		28,097		37,633
Accrued expenses and other current liabilities		916,971		1,065,483
Customer deposits		197,325		217,588
Convertible promissory notes, net of discount of $0 and $375,865, respectively		1,393,601		1,304,909
Long term debt, current portion		—		31,818
Lease liabilities, current portion		48,745		—
Derivative liabilities		532,334		—
Total current liabilities		3,356,554		2,924,175

Bank debt, net of current portion		—		489,707
Government debt, net of current portion		150,000		150,000
Lease liabilities, net of current portion		106,200		—
Other liabilities		8,416		10,234
Total liabilities		3,621,170		3,574,116

Commitments and contingencies (Note 10)		—		—

Stockholders’ deficit
Series A Preferred Stock, 1,000,000 shares authorized and outstanding		365,000		365,000
Series B Preferred Stock, 1 share authorized and 1 and 0 outstanding at December 31, 2023 and 2022, respectively		400,000		—
Common stock, $.00001 par value, 1,999,000,000 and 999,000,000 shares authorized; 463,286,208 and 189,784,529 shares outstanding at December 31, 2023 and 2022, respectively		4,631		1,896
Additional paid-in-capital		23,827,330		22,237,300
Accumulated deficit		(27,469,748)		(24,825,041)
Total stockholders’ deficit		(2,872,787)		(2,220,845)
Total liabilities and stockholders’ deficit	$	748,383	$	1,353,271

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

THE YEARS ENDED DECEMBER 31,


	2023		2022

Net sales	$	1,348,808	$	1,149,844

Cost of sales		303,303		261,203

Gross profit		1,045,505		888,641

Selling, general and administrative expenses		3,110,446		2,492,169

Loss from operations		(2,064,941)		(1,603,528)

Other income (expense)
Interest expense		(893,155)		(791,072)
Gain on sale of fixed asset		1,193,676		—
Change in fair market value of derivative liabilities		(120,610)		—
Loss on derivative liabilities		(355,597)		—
Other expense		(409,000)		—
Forgiveness of debt		—		5,900
Gain (loss) on extinguishment of debt		8,381		(1,079,800)
Total other expense		(576,305)		(1,864,972)

Net loss	$	(2,641,246)	$	(3,468,500)
Deemed dividend related to warrant resets		(3,461)		(107,888)
Net loss attributable to common stockholders		(2,464,707)		(3,576,388)

Weighted average shares outstanding - basic and diluted		377,216,319		133,596,295
Weighted average loss per share - basic and diluted	$	(0.00)	$	(0.03)

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022


	Series A Preferred			Series B Preferred						Additional				Total
	Stock			Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Amount		Shares	Amount		Shares	Amount		Shares	Capital		Deficit		Deficit

Balance, December 31, 2021	$	355,000	500,000	$	—	—	$	876	87,725,842	$	20,804,333	$	(21,882,712)	$	(722,503)

Adoption of ASU2020-06		—	—		-	—		—	—		(1,013,414)		634,059		(379,355)

Issuance of common stock for cash		—	—		-	—		15	1,500,000		42,751		—		42,766

Shares issued for consulting services and director’s fees		—	—		—	—		221	22,058,999		494,679		—		494,900

Shares issued in conjunction with forbearance of convertible promissory notes		—	—		—	—		40	4,000,000		142,760		—		142,800

Shares issued in conjunction with convertible promissory notes settlement		—	—		—	—		307	30,734,801		708,063		—		708,370

Warrants issued in conjunction with debt settlement		—	—		—	—		—	—		65,000		—		65,000

Warrants issued in conjunction with convertible promissory notes		—	—		—	—		—	—		445,974		—		445,974

Warrants reset in conjunction with convertible promissory notes		—	—		—	—		—	—		107,888		(107,888)		—

Conversion of convertible promissory notes		—	—		—	—		305	30,500,000		434,695		—		435,000

Stock-based compensation		10,000	500,000		—	—		—	—		4,703		—		14,703

Cashless warrant exercises		—	—		—	—		132	13,264,887		(132)		—		—

Net loss		—	—		—	—		—	—		—		(3,468,500)		(3,468,500)

Balance, December 31, 2022	$	365,000	1,000,000	$	—	—	$	1,896	189,784,529	$	22,237,300	$	(24,825,041)	$	(2,220,845)

Conversion of convertible promissory notes, accrued interest and derivative liabilities		—	—		—	—		1,755	175,534,171		298,279		—		300,034

Shares issued for consulting services		—	—		—	—		350	35,000,000		314,650		—		315,000

Share issued as CEO compensation		—	—		400,000	1		—	—		—		—		400,000

Shares issued in conjunction with settlement reset		—	—		—	—		461	46,102,156		697,539		—		698,000

Settlement of stock-based compensation liabilities		—	—		—	—		30	3,000,000		20,970		—		21,000

Conversion true-up		—	—		—	—		41	4,075,000		(41)		—		—

Exercise of warrants for cash		—	—		—	—		2	170,898		173		—		175

Cashless warrant exercises		—	—		—	—		180	18,000,000		(180)		—		—

Warrant reset		—	—		—	—		—	—		3,461		(3,461)		—

Valuation of trigger warrants		—	—		—	—		—	—		263,476		—		263,476

Cancellation of shares		—	—		—	—		(84)	(8,380,546)		(8,297)		—		(8,381)

Net loss		—	—		—	—		—	—		—		(2,641,246)		(2,641,246)

Balance, December 31, 2023	$	365,000	1,000,000	$	400,000	1		4,631	463,286,208		23,827,330		(27,469,748)		(2,872,787)

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,


	2023		2022

Cash flows from operating activities:
Net loss	$	(2,641,246)	$	(3,468,500)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		715,000		509,603
Provision for allowance for doubtful accounts		1,845		—
Depreciation and amortization		4,557		21,875
Amortization of right of use asset		21,648		—
Forgiveness of debt		—		(5,900)
(Gain) loss on extinguishment of debt		(8,381)		1,079,800
Amortization of debt discount and warrant expense		639,341		584,261
Change in fair value of derivative liabilities-		120,610		—
Loss on derivatives		355,597		—
Gain on sale of property and equipment		(1,193,676)		—
Other		876		—
Change in operating assets and liabilities:
Accounts receivable		3,200		25,641
Inventories		(6,456)		156,449
Prepaid inventories and other current assets		(80,693)		(169,870)
Accounts payable		(27,263)		51,959
Credit cards payable		(9,536)		26,350
Accrued expenses and other current liabilities		725,461		196,340
Customer deposits		(20,263)		217,588
Lease liability		(16,196)		—
Other liabilities		(1,818)		1,067
Net cash used in operating activities		(1,417,393)		(773,337)

Cash flows from investing activities:
Purchase of property and equipment		(149,705)		—
Sale of property and equipment		1,894,588		—
Net cash provided by investing activities		1,744,883		—

Cash flows from financing activities:
Repayments on bank debt		(522,401)		(25,355)
Related party notes payable-net		—		(57,875)
Issuance of convertible promissory notes		—		1,545,140
Repayments on convertible promissory notes		(85,985)		(746,084)
Exercise of warrants for cash		175		—
Issuance of common stock for cash- net		—		42,766
Net cash provided by (used in) financing activities		(608,211)		758,592

Net decrease in cash and cash equivalents		(280,721)		(14,745)

Cash and cash equivalents, beginning of year		368,425		383,170

Cash and cash equivalents, end of year	$	87,704	$	368,425

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	40,241	$	103,819
Income taxes	$	—	$	—

Non-cash investing and financing activities:

January 1, 2022 adoption of ASU2020-06	$	—	$	379,355
Settlement of stock-based compensation liabilities	$	719,000	$	—
Warrants, common stock and beneficial conversion feature issued in conjunction with convertible promissory notes	$	—	$	510,974
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock	$	300,034	$	1,103,370
Right of use asset and lease liability	$	164,408	$	—

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Electro Medical Technologies, LLC (“the Company”), was formed in November 2010 as an Arizona limited liability company. In August 2017, the Company converted to a Delaware C Corporation under Electromedical Technologies, Inc. The Company is a bioelectronic engineering company with medical device certifications in the United States (FDA) and Mexico (Cofepris). The Company engineers simple-to-use portable bioelectronics devices, which provide fast and long -lasting pain relief across a broad range of ailments.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements.

Going Concern

Since inception, the Company has incurred approximately $23.7 million of accumulated net losses. In addition, during the year ended December 31, 2023, the Company used $1,417,393 in operations and had a working capital deficit of $2.9 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all of its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets.

As a result, there is significant uncertainty about whether the entity will continue as a going concern and, therefore, whether it will realize its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial statements.

Accordingly, no adjustments have been made to the financial statements relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary should the entity not continue as a going concern. At this time, management is of the opinion that no asset is likely to be realized for an amount less than the amount at which it is recorded in the financial statements as at December 31, 2023.

Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30-day right of return to its customers. As of both December 31, 2023, and 2022, the sales returns allowance was $6,990.

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Certain larger customers pay in advance for future shipments. These advance payments totaled $197,325 and $217,588 at December 31, 2023 and 2022, respectively, and are recorded as customer deposits in the accompanying balance sheets. Revenue related to these advance payments is recognized upon shipment to the distributor or the end customer.

At the completion of the initial three-year warranty, the Company sells extended warranties for periods ranging from one to three years. Revenue is recognized on a straight-line basis over the term of the contract. At December 31, 2023, and 2022, deferred revenue of $20,787 and $23,313 is recorded, respectively, in current liabilities in the accompanying balance sheets, in connection with these extended warranties.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts, and the Company generally does not require collateral. As a general policy, the Company determines an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

The Company recorded an allowance for doubtful accounts of $1,845 and $1,000 as of December 31, 2023 and 2022, respectively.

Financial Instruments and Concentrations of Business and Credit Risk

The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk.

The Company’s accounts receivable, which are unsecured, expose the Company to credit risks such as collectability and business risks such as customer concentrations. The Company mitigates credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic review of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. The Company mitigates business risks by attempting to diversify its customer base.

Significant customer sales greater than 10% as a percentage of total sales are as follows:


	YEAR ENDED DEC 31,
	2023		2022
Customer A	19.9	%	23.5	%
Customer B	11.4	%	13.5	%

Amounts due these customers totaled $12,442 and $13,342 at December 31, 2023 and December 31, 2022, respectively for commissions and reimbursements. Amounts due from these customers totaled $594 and $0 at December 31, 2023 and December 31, 2022, respectively. Customer deposits on hand from these customers totaled $70,950 and $73,385 at December 31, 2023 and December 31, 2022, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

The Company’s supplier concentrations expose the Company to business risks, which the Company mitigates by attempting to diversify its supply chain. Significant supplier purchases, including inventory deposits, as a percentage of total inventory purchases are as follows:


	YEAR ENDED DEC 31,
	2023		2022
Supplier A	31.4	%	81.6	%
Supplier D	58.6	%	—

There were no amounts outstanding due these suppliers at December 31, 2023 and December 31, 2022. The loss of key vendors may have a significant impact on the operations and cash flows of the Company.

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The estimated fair value of financial instruments has been determined using available market information and appropriate valuation methodologies. However, considerable judgment is often required to interpret market data used to develop the estimates of fair value. Accordingly, the estimates presented may not be indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts.

Disclosure of Fair Value

The disclosure requirements within Accounting Standards Codification (ASC) Topic 820-10, Fair Value Measurement, require disclosure of estimated fair values of certain financial instruments. For financial instruments recognized at fair value in the Company’s statements of operations, the disclosure requirements of ASC Topic 820-10 also apply. The methods and assumptions are set forth below:

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Pricing inputs include significant unobservable inputs used in determining the fair value of investments. The types of investments, which would generally be included in this category include equity securities issued by private entities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

The following table presents changes during the year ended December 31, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

There were no Level 3 liabilities in 2022.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined based on the first-in, first-out cost flow assumption (“FIFO”) while market is determined based upon the estimated net realizable value less an allowance for selling and distribution expenses and a normal gross profit. The Company evaluates the need for inventory reserves associated with obsolete, slow moving, and non-sellable inventory by reviewing estimated net realizable values on a periodic basis. As of December 31, 2023, and 2022, the Company believes there are no excess and obsolete inventories and accordingly, did not record an inventory reserve. Inventories consist of purchased finished goods.

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Property and Equipment

Property and equipment are recorded at cost and is comprised of a building, tooling and office furniture and equipment. The building, which was sold in March 2023, was depreciated using the straight-line method over the estimated useful life of 40 years Tooling, office furniture and equipment are depreciated using the straight-line method over the estimated useful lives of three to seven years.

Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition, if any, is recognized in the accompanying statements of operations.

Impairment of Long-Lived Assets

In accordance with FASB ASC Topic 360, Property, Plant and Equipment, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized on long-lived assets when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of the assets. In such cases, the carrying value of these assets are adjusted to their estimated fair values and assets held for sale are adjusted to their estimated fair values less selling expenses.

No impairment losses of long-lived assets were recognized for the years ended December 31, 2023 and 2022.

Equity Issued with Convertible Debt

The Company values the warrants using a Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance.

Income Taxes

The Company, which was formed as a Limited liability Company in Arizona, previously filed an Entity Classification Election, commonly known as a check-the-box-election, to be classified as a corporation for tax purposes. The Company also made an election to be treated for income tax purposes as an S corporation. Under U.S. and Arizona law, the taxable income or loss of an S corporation is included in the shareholder’s income tax returns. In August 2017, the Company converted to a Delaware Corporation. The conversion was tax-free under Internal Revenue Code Section 368(a)(1)(F) and is referred to as an F-reorganization, which is typically defined as a mere change in identity, form or place of organization. Management elected to terminate the S corporation election effective January 1, 2018 and the Company will operate for tax purposes as a C corporation from that date forward.

The Company follows the provisions of uncertain tax positions as addressed in FASB ASC Subtopic 740-10-65-1, Income Taxes. The Company has no such tax positions as of both December 31, 2023 and 2022, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in selling, general and administrative expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties as of December 31, 2023 and 2022.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. There are no examinations currently pending.

The Company’s tax provision for 2023 related to deferred tax charges consisting of accrued liabilities, customer deposits and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2023. During the year ended December 31, 2023, the Company evaluated its deferred tax assets of $1,260,254 and determined a full valuation allowance was appropriate since it is not more likely than not that the Company will produce income in the foreseeable future to utilize the Net Operating Loss (NOL) carryforward. Deferred tax assets related primarily to book to tax timing differences pertaining to accrued liabilities of $38,465, accounts payable of $7,061 and customer deposits of $5,248 after applying a blended federal and state effective tax rate of 25.9%. In addition, the deferred tax balance also increased as a result of the federal NOL increasing by $262,276 after applying the 21% federal tax rate. During the year ended December 31, 2023, the valuation allowance increased by $326,627 to fully offset the increase in the deferred tax asset.

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The Company’s tax provision for 2022 related to deferred tax charges consisting of accrued liabilities and accounts payable, for which the Company will receive the benefit from when paid and the net operating loss incurred during 2022. During the year ended December 31, 2022, the Company evaluated its deferred tax assets of $933,627 and determined a full valuation allowance was appropriate. Deferred tax assets related primarily to accrued liabilities, customer deposits and accounts payable of $263,660. During the year ended December 31, 2022, the valuation allowance increased by $53,288.

For the years ended December 31, 2023 and 2022 the Company’s net operating loss carry forward was increased by $1,313,286 and $214,257, respectively. NOLs originating in 2022 and 2023 can be carried forward indefinitely until the loss is fully recovered, but they are limited to 80% of the taxable income in any one tax period. However, this 80% limitation was removed for the 2018, 2019, and 2020 tax years by the CARES Act, which also allows for a 5-year carryback of the NOLs generated in 2018 and 2019. The difference between the statutory rate of 21% and the effective tax rate is due to permanent differences and a full valuation allowance. Total net loss operating carry forward at December 31, 2023 and 2022 totaled $5,403,695 and $4,090,409, respectively.

Sales Taxes

Sales taxes for the years ended December 31, 2023 and 2022 were recorded on a net basis. Included in accrued expenses at both December 31, 2023 and 2022 is approximately $61,000 related to sales taxes.

Shipping and Handling Costs

The Company included shipping and handling costs in cost of sales on the accompanying statements of operations for the years ended December 31, 2023 and 2022.

Warranty

The Company warranties the sale of most of its products and records an accrual for estimated future claims. The standard warranty is typically for a period of three years. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The Company recorded a liability as of, December 31, 2023 and 2022 of $16,642 and $12,679, respectively. The expense is included in cost of sales in the statements of operations and within accrued expenses on the accompanying balance sheets.

Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of December 31, 2023, management determined that there were no variable lease costs.

Research and Development Costs

Research and development costs are expensed as incurred. Total research and development costs amounted to $231,434 and $92,299 the years ended December 31, 2023 and 2022, respectively. Total research and development costs are included in selling, general and administrative expenses on the accompanying statements of operations.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each year. Warrants, accrued liabilities to be converted to common stock and convertible promissory notes with underlying shares totaling 1,535,713,792 and 231,796,422 at December 31, 2023 and 2022, respectively, have not been included in the net loss per share calculation. The number of shares excluded for the year ended December 31, 2023 has been limited to the extent covered by total authorized shares, and does not include the impact of potential shares totaling approximately 420 million, that otherwise would have been included. The number of underlying shares related to convertible promissory notes may vary based upon the actual date of conversion.

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COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While we are taking diligent steps to mitigate disruptions to our supply chain, we are unable to predict the extent or nature of these impacts at this time to our future financial condition and results of operations.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the company that are subject to the guidance in FASB ASC 326 were trade accounts receivable. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31:


	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. The sale resulted in a realized gain of $1,193,676, which has been recorded as other income on the accompanying statement of operations.

Depreciation and amortization expense related to property and equipment was $4,557 and $21,875 for the years ended December 31, 2023 and 2022, respectively. Depreciation and amortization are included in selling, general and administrative expenses on the accompanying statements of operations.

NOTE 4. NOTES PAYABLE

Convertible Promissory Notes

The aggregate of convertible promissory notes is as follows:


	December 31,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

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We adopted ASU 2020-06 on January 1,2022 using the modified retrospective method of transition. This resulted in an increase in convertible promissory notes of $379,355, by eliminating remaining debt discount related to beneficial conversion features on outstanding notes as of January 1, 2022.

On September 3, 2021, the Company entered into a forbearance agreement with one of its lenders. As additional consideration for entering into the forbearance agreement, the Company agreed to issue the lender the number of shares equal to $100,000 on January 15, 2022 at a 25% discount based upon the previous 15-day average closing price. Effective after January 15, 2022, if the Company enters into an agreement with a third-party investor for consideration per share less than the $0.50 fixed price per share of the notes, the Company agrees to amend and restate the notes to reduce the conversion price. On January 20, 2022, the conversion price was reset to $0.025 for the remaining outstanding notes.

On March 25, 2022, the Company amended the forbearance agreement. Under the amendment, the maturity dates of the outstanding notes were changed to October 1, 2022. In addition, the Company will issue 8,000,000 shares of its common stock at a fair market value of $0.0357 per share based on the quoted stock price as of the amendment date, 4,000,000 which is in lieu of the discounted shares equal to $100,000 stated in the original agreement. The Company will also make six monthly payments of $30,000. The Company made a good faith payment of $30,000 in February 2022 and its first payment under the amendment in March 2022. The terms of the forbearance agreement have been accounted for as an extinguishment of debt resulting in a loss of $205,600 which has been recorded as other expense in the accompanying statement of operations.

In June 2022, the Company entered into a settlement agreement with the above lender to convert the outstanding convertible notes payable of $617,353 and accrued interest of $51,017 into 26,734,801 restricted shares of the Company’s common stock at a price of $0.025 per share as dictated by the terms of the notes. Under the terms of the settlement agreement, the number of shares of common stock to be issued under the earlier forbearance agreement was reduced to 4,000,000 and recorded as a reduction of $142,800 in the extinguishment of debt. In October 2022, the Company amended its settlement agreement with the lender and issued the lender 4,000,000 shares of common stock accounted for as an extinguishment of debt resulting in a loss of $100,000, of which $60,000 relates to 6,000,000 shares that are to be issued and are recorded as accrued expense in the Company’s balance sheet at December 31, 2022. The 6,000,000 shares were issued in February 2023.

If, upon the one-year anniversary of the effective date of the June 2022 settlement agreement, the lender and its designees have beneficial ownership over the settlement payment shares, and the closing price of the Company’s common stock as reported on the OTC Markets is less than $0.025 per share, then for a period of thirty (30) days after the one-year anniversary, the lender and its designees shall have the right to elect, and the Company shall have the obligation, to issue additional shares to the lender and its designees. If, for a period of two years from the effective date, the Company issues, sells or grants any option to purchase, or sells or otherwise disposes of, or sells or issues any common stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock at an effective price per share less than $0.025 (such lower price a “Dilutive Issuance”), then the price per share used to calculate the settlement payment shares shall be reduced to the lower price. Certain subsequent transactions resulted in a recalculation of the number of shares originally issued as the settlement payment. Additional shares totaling 40,102,156 have been accounted for as an extinguishment of debt resulting in a loss of $638,000 and recorded as other expense in the accompanying statement of operations and as an accrued expense in the accompanying balance sheet as of December 31, 2022. The shares were issued in February 2023.

On July 6, 2022, the Company borrowed $172,480 in conjunction with an unsecured promissory note with an investor. Proceeds of $154,000 include an original issue discount of $18,480. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $193,178 to be paid in ten monthly payments of $19,318 beginning August 30, 2022. The note matured on July 6, 2023. At any time only following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 25% discount to trading prices during the 10 days prior to conversion. The note matured and was paid in full as of December 31, 2023.

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During the year ended December 31, 2022, the Company issued convertible promissory notes, including the note discussed above, to certain investors totaling $1,859,480 with net proceeds of $1,545,140. Original issue discount totaling $185,580, loan costs totaling $128,760 and the fair value of warrants issued or to be issued to third party advisors of $110,552 have been recorded as a discount on the notes. The notes accrue interest at 12% per annum and have initial conversion prices of $0.015-$0.025 subject to adjustment, in the case of subsequent dilutive issuances, and mature nine months to one year from issuance. As additional consideration for the financings, the Company issued the investors three to five-year warrants to purchase a total of 21,000,000 shares of common stock at an initial price of $0.025 per share, and three to five-year trigger warrants to purchase a total of 173,000,000 shares of common stock at $0.015- $0.025 per share, subject to price adjustments for certain actions, including dilutive issuances. The relative fair value of the warrants totaling $385,422 has been recorded as a discount on the notes. The trigger warrants may only be exercised if the convertible promissory notes are not paid in full at the maturity dates. The warrants do not provide for registration rights. See Note 9.

During the year ended December 31, 2022, the subsequent issuance of convertible promissory notes with warrant exercises and stock issuances triggered a conversion price reset on certain convertible promissory notes to $0.01 per share. See Note 8. Retroactive issuance of 3,700,000 shares may be issued in conjunction with certain 2022 conversions at $0.015 per share.

During the year ended December 31, 2023, holders of convertible promissory notes converted $201,188 of principal and $154,973 of interest and fees into 175,534,171 of common stock at prices ranging from $0.00102 to $0.01 per share. Retroactive issuance of 3,700,000 shares were issued in May 2023 in conjunction with certain 2022 conversions at $0.015 per share.

As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, and February 11, 2022, and September 15, 2022, with principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest, and default interest, through the date of repayment, multiplied by 125% as well as terms that could impact the conversion price of the instruments. Default penalties totaling $257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender. See Notes 10 and 11.

As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default, provision which required the Company to remit payment of principal, accrued interest, default interest and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 4, 2024, the Company entered into a settlement agreement with one of the lenders. See Notes 10 and 11. The Company is in negotiations with the other lender to reform the note in default.

During the year - ended December 31, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes.

The Net Notes balance at December 31, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

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The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

NOTE 5. LONG-TERM DEBT

Government Debt

In June 2020, the Company received a $150,000 economic injury disaster loan (“EIDL”). The loan accrues interest at a rate of 3.75% annually and is collateralized by all personal property and intangible assets of the Company. The loan has a 30-month moratorium on payments, after which monthly principal and interest payments of $731 will be made through the maturity date of June 2050. Interest expense totaled $5,625 and $6,052 for the years ended December 31, 2023, respectively.

Bank Debt

In September 2015, the Company entered into a credit agreement for a $700,000 term loan with a financial institution. Payment terms consist of monthly payments in arrears of $3,547 for the first year outstanding. The monthly payment then increases to $4,574 until the term loan matures on September 30, 2025, in which the remaining unpaid principal balance and accrued interest is due. The interest rate for the first year was 1.99% per annum and increased to 4.95% per annum for the remaining life of the term loan. The term loan is collateralized by a deed of trust in the office building. The proceeds were used to purchase a building for which the Company’s operations are located. The net principal balance outstanding on the term loan at December 31, 2023 and 2022 was $0 and $551,525, respectively. The term loan is personally guaranteed by the Company’s CEO.

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. Principal and interest totaling $524,585 were paid in conjunction with the sale. Interest expense totaled $12,802 and $26,862 for the years ended December 31,2023 and 2022, respectively.

Future annual aggregate maturities of long-term debt, are as follows:


For the Years Ending December 31:
2024	$	—
2025		—
2026		—
2027		1,440
2028		3,246
Thereafter		145,314
	$	150,000

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NOTE 6. DERIVATIVE LIABILITIES

The Company’s convertible promissory notes contain variable conversion provisions upon default, Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and shares to be issued were recorded as derivative liabilities on the default dates.

Based on the various convertible promissory notes described in Note 4, the fair value of applicable derivative liabilities on notes and the change in fair value of derivative liabilities are as follows for the year ended December 31, 2023:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

The fair value of the derivative liabilities – convertible promissory notes is estimated using a Lattice pricing model with the following assumptions:


	2023
Market value of common stock	$	0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

There were not derivative liabilities as of December 31, 2022.

NOTE 7. RELATED PARTY TRANSACTIONS

In June 2022, the Company entered into a one-year independent director agreement in conjunction with the appointment of a new member to its Board of Directors. The agreement requires the Company to issue the director $5,000 worth of registered shares for each month of service as compensation. Compensation expense totaling $31,935 has been recorded for the year ended December 31, 2022. On November 2, 2022, the Company issued 1,658,999 shares as payment for $25,000 in director compensation with the remaining $6,935 accrued to be settled upon issuance of shares Company of common stock. The agreement was mutually terminated in December 2022, upon the director’s resignation. The Company previously entered into a consulting agreement with this director for $60,000. During the year ended December 31, 2022, the Company settled the $60,000 liability by issuing 6,000,000 shares of its common stock. In addition, the Company issued the director 800,000 shares as payment for certain marketing funds advanced totaling $8,000. See Note 8.

In December 2022, the Company appointed two new members to its Board of Directors, an advisor and an employee. During the year ended December 31, 2022, the Company issued the advisor 7,500,000 shares of common stock, at $0.035 per share totaling $262,500, in conjunction with an agreement for financial and strategic advisory consulting services. In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with the advisor and director in exchange for compensation of 35,000,000 shares of common stock at $0.01 per share for a total of $315,000. The value of the compensation in both years has been recorded in selling, general and administrative expenses in the Company’s statements of operations. The fair market value of the shares was determined based on the Company’s closing price on the dates of issuance. The agreements include a registration requirement.

Compensation totaling $5,000 per month has been recorded for both the above advisor and an employee as board of director fees for the year ended December 31, 2023. There were no fees for the year -ended December 31, 2022. On July 1, 2023, the advisor resigned from the board.

In January 2023, the Company amended the CEO’s employment agreement to include the following:

●

Increased annual salary to $365,000.

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●

An annual bonus of 25 million shares of common stock for an increase in gross revenue of 10% or more over the previous years and additional shares for incremental growth over the 10% increase

●

Instituted a bonus plan that provides for monthly and quarterly cash bonuses based on certain growth requirements

●

A bonus of 10 million shares of common stock upon uplisting to a senior stock exchange or successful reverse stock split

●

Issuance of the authorized Series “B” Preferred stock.

In the event of a change of control of the Company, a cash payment of at least $1.5 million, subject to increase or change by the disinterested board will be paid to the CEO.

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. Compensation expense of $400,000 has been recorded as selling, general and administrative expense in the accompanying statement of operations. The fair value of the Series B Preferred stock was calculated in accordance with fair value defined by the Financial Accounting Standards Board (“FASB”) in ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”) based on the market approach.

In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO as compensation at $0.02 per share or $10,000. See Note 8.

The Company’s CEO earned bonuses as a result of meeting certain financial milestones for the year ended December 31, 2023. The CEO earned a cash bonus of $60,000, of which $20,500 has been paid in 2023 and 39,000,000 million shares of Company common stock, not yet issued. Accrued bonus totaling $39,500 has been recorded as of December 31, 2023 and may be converted at any time into shares of the Company’s common stock at the market value on the date of conversion. The accrued value of the compensation for the bonus shares of the Company common stock to be issued totaling $39,000 has been recorded in selling, general and administrative expenses in the Company’s statement of operations. The fair market value of the shares was determined based on the Company’s closing price on the date of issuance. The Company paid the Company’s CEO a bonus for the year ended December 31, 2022, totaling $ 133,751.

Effective July 15, 2023, the Company’s board of directors executed a resolution whereby the CEO’s salary shall be reduced from $365,000 to $265,000 per year, with unpaid sums being accrued on the books of the Company and subject to an option in favor of the CEO to elect to convert the unpaid sums into shares of Company common stock. Accrued salary totaling $39,154 has been recorded as of December 31, 2023 and may be converted at any time into shares of the Company’s common stock at a discount of 25% of the market value on the date of conversion. Valuation of any derivative liability associated with the variable conversion terms is deemed insignificant at December 31, 2023.

In June 2023, the Company entered into a licensing agreement with the Company’s CEO, whereby the CEO is the owner and licensor of certain intellectual property (IP). Under the agreement, the CEO grants the Company an exclusive contingent, non-transferable license to use the IP Rights solely for the purposes of conducting its business in bioelectronics product development, manufacturing, and marketing. In the event the CEO’s employment with the Company is terminated for any reason, this license shall revert all IP rights to the CEO, and the CEO grants the Company a non-exclusive license to use the IP and shall pay a royalty fee of 8% of net sales derived from the use of the IP Rights.

NOTE 8. STOCKHOLDERS’ DEFICIT

In January 2023, the Company’s board of directors approved a resolution to amend the Company’s Certificate of Incorporation to increase the Company’s authorized common shares from 999,000,000 to 1,999,000,000.

In January 2023, the Company issued 3,000,000 shares of common stock granted and accrued at December 31, 2022 under the Company’s Employee and Consultant Stock Ownership Plan.

In February 2023, 2,000,000 shares to be issued in conjunction with anti-dilution provisions of a third -party consulting agreement were settled for a cash payment totaling $12,000.

In February 2023, the Company issued 46,102,156 shares of common stock as part of the June 2022 convertible notes payable settlement.

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In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with an advisor and director in exchange for compensation of 35,000,000 shares of common stock with a fair value of $0.01 per share. See Note 7.

In March 2023, the Company issued 18,000,000 shares of common stock in conjunction with the cashless exercise of 24,000,000 warrants by convertible note holders.

On May 8, 2023, the Company issued 4,075,000 shares related to reset adjustments of prior warrant and convertible note payable conversions. See Note 4.

Trigger warrants to purchase a total of 173,000,000 shares of common stock, became exercisable during the year ended December 31, 2023, as the convertible promissory notes were not paid in full at the maturity dates. See Note 9.

During the year ended December 31, 2023, holders of convertible promissory notes converted $201,188 of principal and $154,974 of interest and fees into 175,534,171 of common stock at prices ranging from $0.00102 to $0.01 per share.

In January and February 2022, the Company sold 1,500,000 shares of common stock at prices ranging from $0.0259- $0.0353 under a stock purchase agreement with net proceeds totaling $42,766.

In June 2022, the Company entered into a settlement agreement with a lender to convert the outstanding convertible notes payable of $617,353 and accrued interest of $51,017 into 26,734,801 restricted shares of the Company’s common stock at a price of $0.025 per share as dictated by the terms of the notes. See Note 4.

During the year ended December 31, 2022, the Company issued 19,600,000 shares of common stock, at prices ranging from $0.01-$0.035 per share, in conjunction with agreements for financial and strategic advisory consulting services. The fair market value of the shares totaling $461,900 was determined based on the Company’s closing price on the dates of issuance and has been recorded as selling, general and administrative expense in the Company’s statement of operations. One of the agreements for which 3,000,000 shares were issued, provides for anti-dilution rights to secure the consultant’s original ownership percentage. Additional shares totaling 2,000,000 are to be issued and have been accounted for as an extinguishment of debt resulting in a loss of $20,000 which has been recorded as other expense in the accompanying statement of operations and as an accrued expense in the accompanying balance sheet.

In addition, the Company issued a member of its board of directors 800,000 shares as payment for certain marketing funds advanced totaling $8,000. See Note 7.

During the year ended December 31, 2022, certain lenders exercised 17,249,999 of warrants through cashless exercise at $0.015-$0.025 per share issuing 13,264,887 shares of common stock. During the year ended December 31, 2022, certain lenders converted principal totaling $350,000 plus accrued interest into 30,500,000 shares of common stock.

Series A Preferred Stock

On November 1, 2019, the Company’s board of directors and a majority of shareholders eligible to vote adopted a resolution designating a new Series A Preferred Stock. One Million (1,000,000) shares were authorized. Holders of Series A Preferred hold rights to vote on all matters requiring a shareholder vote at 100 common shares vote equivalents for each share of Series A Preferred held. The Series A Preferred Stock shall hold senior liquidation rights to all other classes of shares, including, but not limited to Common Shares. In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO, for a total of 1,000,000 outstanding, as compensation at $0.02 per share or $10,000. The value of the compensation has been recorded in selling, general and administrative expenses in the Company’s statement of operations. The fair market value of the shares was determined based on the Company’s closing price on the date of issuance.

Series B Preferred Stock

In September 2021, the Company’s board of directors and a majority of shareholders eligible to vote adopted a resolution designating a new Series B Preferred Stock. One (1) share was authorized. The Series B Preferred Stock shall rank: senior to all of the Common Stock, par value $0.00001 per share, of the Company and senior to all other classes or series of capital stock of the Company currently outstanding.

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The Holder of the Series B Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the share of Series B Preferred Stock shall be entitled to that number of votes equal to the total number of eligible votes of issued and outstanding shares of Common Stock, and all other securities of the Company, plus one hundred thousand (100,000) votes on a fully diluted basis, it being the intention of the Company that the Holder of the Series B Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder of the Series B Preferred Stock shall vote together with the holders of Common Stock as a single class. In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. See Note 7.

See Note 9 for activity related to warrants.

NOTE 9. STOCK OPTIONS AND WARRANTS

In 2017, the Company’s Board of Directors approved the 2017 Employee and Consultant Stock Ownership Plan, (the “Plan”). The Plan provides that the Board of Directors may grant stock units, incentive stock options and non-statutory stock options to officers, key employees and certain consultants and advisors to the Company up to a maximum of 50,000,000 shares. Stock options granted under the Plan have up to ten-year terms with vesting terms to be determined by the administrator of the Plan. Stock unit grant terms will be set by the administrator and at the discretion of the administrator, be settled in cash, shares, or a combination of both.

All options have expired as of December 31, 2022. No were granted during the years ended December 31, 2023 and 2022.

Warrants

During the year ended December 31, 2023, warrants to purchase 173,000,000 shares of the Company’s common stock in conjunction with previously issued convertible promissory notes were triggered. The warrants entitle the holders to each purchase the shares of the Company’s common stock at an exercise price of $0.01-$0.025 per share.

The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the trigger dates and classified as equity.

The underlying notes matured prior to the trigger dates. The Company valued the warrants using Black Scholes Merton and Monte Carlo pricing models and recorded the warrants as interest expense in the accompanying statement of operations. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants:


Fair Value of Common Share	$	0.0008-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

The fair value of the warrants of $263,476 has been recorded as interest expense.

During the year ended December 31,2023, subsequent convertible promissory note conversions triggered the warrant reset feature on certain previously issued warrants. The resets for all outstanding warrants were recorded as a reduction to retained earnings and in an increase to additional paid-in-capital of $3,461.

Retroactive application of a 2022 exercise resulted in the issuance of an additional 375,000 shares during the year ended December 31, 2023 with no financial statement impact.

As of April 15, 2024, 161,000,000 outstanding warrants were cancelled without consideration in conjunction with settlement agreements. See Note 11.

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The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.025	450,000	October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843	August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690	September 29,2027
February 11, 2023	$	0.00102	500,000	February 11, 2028
March 10, 2023	$	0.00102	12,500,000	March 10, 2028
September 15, 2023	$	0.00102	148,000,000	September 15, 2026
			176,838,431

During the year ended December 31, 2022, the Company issued warrants to purchase 21,000,000 shares of the Company’s common stock in conjunction with various convertible promissory notes. See Note 4. The warrants entitle the holders to each purchase shares of the Company’s common stock at an initial exercise price of $0.025 per share. The warrants expire in three to five years.

The Company valued the warrants using a Black Scholes Merton pricing model and recorded the warrants as a reduction of the notes included in the debt discount balance. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants:


Fair Value of Common Share	$	0.0233-0.0380
Exercise Price	$	0.025
Risk Free Rate		1.35-3.57	%
Expected Life (Yrs.)		3.0- 5.0
Volatility		154.1-162.3	%

The relative fair value of the warrants of $385,422 has been recorded as a discount on the notes. In addition, the Company issued three to five-year trigger warrants with the convertible promissory notes to purchase a total of 173,000,000 shares of common stock at $0.015- $0.025 per share, subject to price adjustments for certain actions, including dilutive issuances. The trigger warrants may only be exercised if the convertible promissory notes are not paid in full at the maturity dates. The warrants do not provide for registration rights.

The Company is required to issue warrants in conjunction these convertible debt financings to third-party financial advisors. In accordance with the terms of the advisory agreements, such warrants shall equal 6%-8% of equity securities sold in the financings. The fair value of 1,476,000 warrants to be issued of approximately $50,000 has been accrued and recorded as a discount on the notes. The fair value of 3,117,533 warrants issued of $60,552 has been recorded as a discount on the note.

In April 2022, the Company entered into an agreement with one of its lenders to push back the allowable conversion date of a convertible note payable totaling $500,000. In conjunction with the agreement, the Company issued the lender 2,500,000 warrants at an exercise price of $0.025 and with a five-year maturity. The fair value of the warrants of $65,000 and the unamortized debt discount on the note have been accounted for as an extinguishment of debt resulting in a loss of $259,000 which has been recorded as other expense in the accompanying statement of operations.

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The Company valued the warrants using a Black Scholes pricing model. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants:


Fair Value of Common Share	$	0.028 - 0.0345
Exercise Price	$	0.025 - 0.0232
Risk Free Rate		0.98 - 3.59	%
Expected Life (Yrs.)		3.0 - 5.0
Volatility		142.4 - 162.1	%

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.01	450,000	October 17, 2024
August 10, 2022	$	0.01	3,336,843	August 10, 2027
September 15, 2022	$	0.01	12,000,000	September 15, 2025
September 29, 2022	$	0.01	2,780,690	September 29, 2027
			27,837,533

During the year ended December 31, 2022, certain transactions triggered the warrant reset feature on certain previously issued warrants. The resets for all outstanding warrants were recorded as a reduction to retained earnings and in an increase to additional paid-in-capital of $107,888.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has entered into a product development agreement with remaining payments totaling approximately $300,000. The agreement requires that approximately $150,000 of the payments be made in conjunction with certain development milestones which the Company expects to meet over the next twelve months. The remainder is to be paid in conjunction with future new product sales.

In September 2023, the Company entered into an operating lease for its office location. The lease provides for a base rent of $5,280 per month through September 30, 2026. The lease may be renewed for one three-year period. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 12.4% within the calculation. Rent expense totaled $21,648 under the current lease during the year ended December 31, 2023.

The following outlines the maturities of our operating lease liabilities as of December 31, 2023:


2024	$	65,271
2025	$	67,230
2026	$	51,548
Total lease payments	$	184,049
Less imputed interest	$	(29,104)

Total	$	154,945

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Contingencies

The Company is subject to various loss contingencies and assessments arising in the normal course of the business, some of which relate to litigation, claims, property taxes and sales and use tax or goods and services tax assessments. The Company considers the likelihood of the loss or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies and assessments. An estimated loss contingency or assessment is accrued when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management regularly evaluates current information available to them to determine whether such accruals should be adjusted. Based on the information presently available, including discussion with counsel and other consultants, management believes that resolution of these matters will not have a material adverse effect on its business, results of operations, financial condition or cash flows.

As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, February 11, 2022, and September 15, 2022, with a principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest and default interest, through the date of repayment, multiplied by 125%, as well as terms that could impact the conversion price of the instruments. Default penalties totaling $ 257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender. See Note 11.

As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes, including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default provision which required the Company to remit payment of principal, accrued interest, default interest, and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 4, 2024, the Company entered into a settlement agreement with one of the lenders. The Company is in negotiations with the other lender to reform the note in default. See Note 11.

NOTE 11. SUBSEQUENT EVENTS

As of April 15, 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under various convertible promissory notes. Principal of $1,238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms:

●

Any and all outstanding warrants are to be cancelled without consideration.

●

The maturity date has been extended to September 25, 2025.

●

Interest rate is capped at 12% per annum.

●

Default penalties accrued up to the settlement date and from the effective date forward are amended to 115% from 125%.

●

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $600 per unit, from futures sales of the Company’s Wellness ProPlus Infinity units.

●

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date.

In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion.

In March and April 2024, holders of convertible promissory notes converted $44,883 of principal into 44,002,186 shares of common stock at $0.00102 per share.

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SUPPLEMENTARY DATA

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

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed below.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and,

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management identified the following material weaknesses:

we do not have an Audit Committee – While not being legally obligated to have an Audit Committee, it is the management’s view that such a committee, including a financial expert board member, is an utmost important entity level control of the Company’s financial statements. Currently, the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to assist in providing the necessary oversight over management’s activities.

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we have not performed a risk assessment and mapped our processes to control objectives.

we have not implemented comprehensive entity-level internal controls.

we have not implemented adequate system and manual controls; and

we do not have sufficient segregation of duties.

Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on management’s assessment, management concluded that the above material weaknesses have not been remediated and, accordingly, our internal control over financial reporting is not effective as of December 31, 2023.

Remediation of Material Weaknesses

Management understands that in order to remediate the material weaknesses, additional segregation of duties, changes in personnel and technologies are necessary. We will not consider these material weaknesses fully remediated until management has implemented and tested those internal controls and found them to be operating effectively.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to such attestation pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

We implemented no changes to our internal control over financial reporting during the year ended December 31, 2023.

ITEM 9B. OTHER INFORMATION

None.

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PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the date such person became a director or executive officer. Our executive officers are appointed by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

The following table presents information with respect to our officers and directors as of December 31, 2023:


Name	Age	Position
Matthew Wolfson	52	Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer
Robert Hymers (1)	40	Director
Petar Gajic (2)	52	Employee Director

(1)

Appointed by the Board of Directors on December 20, 2022, Mr Hymers resigned from the Board on July 1, 2023

(2)

Appointed by the Board of Directors on December 20, 2022 and subsequently renewed until December 2024.

Biographical Information Regarding Officers and Directors

Matthew Wolfson

Mr. Wolfson has been our sole officer and director from inception until the appointment of Lee Benson, Robert Hymers and Petar Gajic in 2022. Mr. Wolfson is a Phoenix based entrepreneur with a keen interest in technology and design. He is the founder of Electromedical Technologies, Inc. and has been the CEO and has worked full-time for the Company since he began researching and developing the WellnessPro in 2003.

As an entrepreneur he has been involved in several successful companies, in the early 90’s, Matthew Wolfson co-founded Globalcom 2000 and entered into the prepaid phone card business, which at that time was an almost unknown market. Globalcom 2000 became one of the largest phone card companies in the United States.

In 1994, he developed an interest in the telecom “International Callback” business and co-founded One World Communications. He subsequently travelled the world, opening up over 150 training centers and helped create the world’s largest International global sales force selling telecom services.

Robert Hymers

Robert Hymers was the past president and CEO of Everlert, Inc. (OTC: EVLI) and director and CFO of Cannabis Global, Inc. (OTC: CBGL). Mr. Hymers is a licensed CPA in the state of California. During his career as a tax professional at Ernst & Young, LLP, Mr. Hymers provided tax services to several prominent entertainment and real estate companies. His extensive experience with Entertainment and Private Equity industries and his prolonged involvement with public companies in different roles make him a key asset to the Company. Mr. Hymers has also served as the CFO of Global Hemp Group (OTC: GBHPF) and is the Managing Partner of Pinnacle Tax Services, LLC. Mr. Hymers holds a Master of Science in Taxation and a Bachelor of Science in Accountancy from

Petar Gajic

Mr. Gajic joined the Company in 2010. As a General Manager (GM), his responsibilities include formulating overall strategy, managing people and establishing policies.

In addition to his GM responsibilities, Mr. Gajic is a management representative (MR), and is responsible for the quality policy, objectives and management reviews. He is in charge of maintaining the Company’s QMS. (Quality management system - ISO 13485:2016). Currently, Mr. Gajic is overseeing development of the new products, as well as day-to-day operations.

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Mr. Gajic is a Microsoft System Engineer (MCSE) with over 25 years of experience with a range of computer systems and networks. In the past he was a director of engineering/network advisor for SHARP Electronic regional distribution office.

Term of Office

Matthew Wolfson has been appointed for a three-year term, renewable for successive one-year terms. Robert Hymers was appointed for a six-month term, until July 1, 2023. Petar Gajic has been appointed for a one-year term, which was subsequently renewed until December 2024. All of our directors are appointed for designated terms to hold office, or until the next annual meeting of stockholders, or until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such persons.

Based solely on our review of such forms furnished to us, and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% stockholders during the fiscal year ended December 31, 2023 were satisfied.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present director (or person nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. To the knowledge of the Company, there have been no reported violations of the Code of Ethics.

Whistleblower Procedures Policy

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted a Whistleblower Procedures Policy, stating that all employees of the Company are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee,or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

The Company does not have any Committees of the Board

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CORPORATE GOVERNANCE

Director Independence

We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.

Board Leadership Structure

We currently have three Directors, one of whom is also an executive officer. Our Board has reviewed the Company’s current Board leadership structure. In light of the Company’s size, nature of the Company’s business, regulatory framework under which the Company operates, stockholder base, the Company’s peer group and other relevant factors, the Company has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our current structure should be modified based on what the Board believes is best for the Company and our stockholders.

Board Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.

Audit Committee

The Board does not currently have a standing Audit Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent accountants.

Compensation Committee

At December 31, 2023, the Company had no standing Compensation Committee. The Board establishes overall compensation policies and reviews and approves compensation recommendations by management. On February 1, 2023 the Board established a Compensation Committee, consisting of its independent director, Mr. Robert Hymers. Mr Hymers resigned from the Board as of July 1, 2023.

Nominating Committee

The Board does not currently have a standing Nominating Committee. We do not maintain a policy for considering nominees. Our Bylaws provides that the number of Directors shall be fixed from time to time by the Board, but in no event shall be less than the minimum required by law. The Board of Directors shall be large enough to maintain our required expertise but not too large to function efficiently. Director nominees are recommended, reviewed and approved by the entire Board. The Board believes that this process is appropriate due to the relatively small number of directors on the Board and the opportunity to benefit from a variety of opinions and perspectives in determining director nominees by involving the full Board.

While the Board is solely responsible for the selection and nomination of directors, the Board may consider nominees recommended by stockholders as it deems appropriate. The Board evaluates each potential nominee in the same manner regardless of the source of the potential nominee’s recommendation. Although we do not have a policy regarding diversity, the Board does take into consideration the value of diversity among Board members in background, experience, education and perspective in considering potential nominees for recommendation to the Board for selection. Stockholders who wish to recommend a nominee should send nominations to our President, Matthew Wolfson, 16413 North 91^st Street, Suite C140, Scottsdale, AZ 85260, that includes all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected.

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Compensation Consultants

We have not historically relied upon the advice of compensation consultants in determining Named Executive Officer compensation. Instead, the full Board reviews compensation levels and makes adjustments based on their personal knowledge of competition in the marketplace, publicly available information and informal surveys of human resource professionals.

Stockholder Communications

Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Electromedical Technologies, Inc., Attention: Mathew Wolfson, 16413 North 91stStreet, Suite C140, Scottsdale, AZ 85260. The Board shall review and respond to all correspondence received, as appropriate.

ITEM 11. EXECUTIVE COMPENSATION

Matthew Wolfson, is our chief executive officer, president, chief financial officer, chairman, secretary and treasurer.

Mr. Wolfson receives no compensation for serving as the Chairman and a Director of the Company. During the Director’s term, the Company reimburses the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

Executive Compensation Table


												Nonqualified
										Nonequity		deferred
						Stock		Option		incentive plan		compensation		All other
Name and principal		Salary		Bonus		awards		awards		compensation		earnings		compensation		Total
position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Matthew Wolfson(2)	2023	$	365,000	$	60,000	$	439,000									$	864,000	(2)
Matthew Wolfson(1)	2022	$	260,000	$	133,751	$	10,000		—		—		—		—	$	403,751	(1)

(1)

In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO as compensation at $0.02 per share or $10,000. The Company paid the Company’s CEO an additional bonus of $133,751 during the year ended December 31, 2022.

(2)

In January 2023, the Company amended the CEO’s employment agreement to include the following:

●

Increased annual salary to $365,000

●

An annual bonus of 25 million shares of common stock for an increase in gross revenue of 10% or more over the previous years and additional shares for incremental growth over the 10% increase

●

Instituted a bonus plan that provides for monthly and quarterly cash bonuses based on certain growth requirements

●

A bonus of 10 million shares of common stock upon uplisting to a senior stock exchange or successful reverse stock split

●

Issuance of the authorized Series “B” Preferred stock.

In the event of a change of control of the Company, a cash payment of at least $1.5 million, subject to increase or change by the disinterested board will be paid to the CEO.

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO as compensation totaling $400,000.

The Company’s CEO earned bonuses as a result of meeting certain financial milestones for the year ended December 31, 2023. The CEO earned a cash bonus of $60,000, of which $20,500 has been paid in 2023, with the remainder accrued and available to be converted at any time into shares of the Company’s common stock at the market value on the date of conversion. A bonus of 39,000,000 shares of common stock was also earned and recorded as accrued compensation of $39,000 or $0.001 per share.

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Director Compensation Table


		Monthly
Directors	Title	Compensation
Matthew Wolfson	Employee Director	$	—	(1)
Petar Gajic	Employee Director	$	5,000
Robert Hymers	Director	$	5,000	(2)

(1)

See Executive Compensation Table above.

(2)

During the years ended December 31, 2023 and 2022, the Company issued 35,000,000 and 7,500,000 shares of common stock, respectively, at prices ranging from $0.01 to $0.035 per share, in conjunction with a consulting agreement for financial and strategic advisory services, with Mr. Hymers. Mr Hymers resigned as of July 1, 2023.

Retirement Benefits

We do not currently provide our named executive officers with supplemental or other retirement benefits.

Equity Awards at December 31, 2023

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO as compensation totaling $400,000. For the year ended December 31, 2023, a bonus of 39,000,000 shares of common stock was earned by the Company’s CEO and recorded as accrued compensation of $39,000 or $0.001 per share. The shares were not issued as of December 31, 2023.

In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with Mr. Hymers in exchange for compensation of 35,000,000 shares of common stock at $0.01 per share for a total of $315,000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of the date hereof, here is information with respect to the securities holdings of (i) our officers and directors, and (ii) all persons (currently none) which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of the shares of Common Stock.

The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as

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other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.

The following table is based on the number of shares outstanding totaling 463,286,208 as of December 31, 2023.

The following table sets forth certain information as of December 31, 2023 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock; and (ii) each director, director nominee, and Named Executive Officer. The footnotes below pertain to total shares, voting rights and conversion shares, and provide other explanations.


	Common					Warrants and
	Shares	Percent of		Series A	Series A	Accrued	Voting	Voting
Name of Beneficial Owner	Owned	Common⁽¹⁾		Owned	Votes⁽²⁾	Compensation(4)	Shares⁽³⁾⁽⁴⁾	Power⁽³⁾	(4)
Matthew Wolfson 7460 E Tuckey Ln Scottsdale, AZ 85250	15,406,250	3.32	%	1,000,000	100,000,000	44,000,000	115,406,250	24.9	%
Petar Gajic	500,000	0.1	%	—	—	4,000,000	500,000	0.1	%

Based on 463,286,208 common shares outstanding December 31, 2023.

Based on 100 votes of common share equivalents for each Series A Preferred held.

Based on combined voting power of Mr. Wolfson’s common shares and common shares equivalent rights as a holder of Series A Preferred Shares. Excludes voting power of Series B Preferred Shares. The Holder of the Series B Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the share of Series B Preferred Stock shall be entitled to that number of votes equal to the total number of eligible votes of issued and outstanding shares of Common Stock, and all other securities of the Company, plus one hundred thousand (100,000) votes on a fully diluted basis, it being the intention of the Company that the Holder of the Series B Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder of the Series B Preferred Stock shall vote together with the holders of Common Stock as a single class.

Includes 5,000,000 outstanding warrants for Mr Wolfson and 4,000,000 outstanding warrants for Mr. Gajic, with an exercise price of $0.25 per share and which expire On October 1, 2026. Also includes 39,000,000 million shares of common stock earned by Mr. Wolfson as bonus for the year ended December 31,2023 which have been accrued and not yet issued. These amounts have been excluded from voting shares and voting power as of December 31, 2023.

Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership, voting power and investment power with respect to the shares of Company preferred stock and common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of December 31, 2019, the Company entered into various promissory notes totaling $318,000 with a related party, Donald Steinberg the sole member and manager of Blue Ridge Enterprises, LLC (“Blue Ridge”), a California limited liability company. The Company entered into additional promissory notes with the related party for $84,500 and repaid $70,000 of promissory notes during the year ended December 31, 2020, for a total of $332,500 outstanding. On December 1, 2021, the Company entered into a settlement agreement with the related party to repay the then remaining balance of $231,500 plus $18,370 in accrued interest. Under the terms of the agreement, the total is to be settled in cash of $125,620 divided into two payments and 2,000,000 shares of Company stock at a conversion price of $0.062 per share. Cash payments totaling of $158,875, were made in 2021, with the remaining principal balance of $57,875 paid in January 2022. Interest expense totaled $0 and $18,590 for the years ended December 31, 2022 and 2021, respectively.

On September 23, 2020, the related party converted the remaining shares of 7,156,497 under the KISS liability-related party at a value of $1,452,575, which was reclassed to additional paid-in-capital.

In July 2017, the Company entered into a $250,000 promissory note with its CEO, Matthew Wolfson. Mr. Wolfson is considered a Related Party since he is the Company’s Principal Executive Officer. The proceeds were used for operations and Regulation A+ offering

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costs. The promissory note began accruing interest on the interest commencement date of October 1,2018 at 2% per annum, compounded monthly. The note payable and accrued interest of $3,775 are deemed paid in full as of December 31, 2019.

In October 2019, the Company entered into an employment agreement with the Company’s CEO. The terms of the agreement include an annual base salary of $240,000 and a signing bonus of $500,000, as well as discretionary annual bonuses and participation in long-term incentive plans. The signing bonus may be paid in shares of the Company’s common stock. The agreement remains in effect until the earlier of the discharge or resignation of the CEO. In conjunction with the agreement, the $500,000 signing bonus has been accrued and included in selling, general and administrative expenses in the accompanying statement of operations during the year ended December 31, 2019. On November 1, 2019, the Company’s board of directors and the majority of shareholders awarded CEO, Matthew Wolfson, 500,000 shares of Series A Preferred stock, which was valued at $355,000 or $.71 per share. The shares were issued as partial payment for the $500,000 signing bonus, for which $145,000 remained payable at December 31, 2019. During the year ended December 31,2020, the Company paid the Company’s CEO $124,022 and towards the balance of the 2019 signing bonus. Total amount outstanding at December 31, 2021 and 2020 is $0 and $20,978, respectively.

The Company paid Matthew Wolfson a bonus of $105,042 during the year ended December 31, 2021.

In February 2021, the Company issued 1,100,000 shares of common stock as registered on Form S-8 to Matthew Wolfson as compensation at $0.5499 per share.

In October 2021, the Company issued Matthew Wolfson 5,000,000 cashless warrants at $0.025 per share.

In June 2022, the Company entered into a one-year independent director agreement in conjunction with the appointment of a new member to its Board of Directors. The agreement requires the Company to issue the director $5,000 worth of registered shares for each month of service as compensation. Compensation expense totaling $31.935 has been recorded for the year ended December 31, 2022. On November 2, 2022, the Company issued 1,658,999 shares as payment for $25,000 in director compensation with the remaining $6,935 accrued to be settled upon issuance of shares Company of common stock. The agreement was mutually terminated in December 2022, upon the director’s resignation. The Company previously entered into a consulting agreement with this director for $60,000. During the year ended December 31, 2022, the Company settled the $60,000 liability by issuing 6,000,000 shares of its common stock. In addition, the Company issued the director 800,000 shares as payment for certain marketing funds advanced totaling $8,000.

In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to Matthew Wolfson as compensation at $0.02 per share or $10,000.

In January 2023, the Company amended the CEO’s employment agreement to include the following:

●

Increased annual salary to $365,000

●

An annual bonus of 25 million shares of common stock for an increase in gross revenue of 10% or more over the previous years and additional shares for incremental growth over the 10% increase

●

Instituted a bonus plan that provides for monthly and quarterly cash bonuses based on certain growth requirements

●

A bonus of 10 million shares of common stock upon uplisting to a senior stock exchange or successful reverse stock split

●

Issuance of the authorized Series “B” Preferred stock.

In the event of a change of control of the Company, a cash payment of at least $1.5 million, subject to increase or change by the disinterested board will be paid to the CEO.

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO as compensation totaling $400,000.

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The Company’s CEO earned bonuses as a result of meeting certain financial milestones for the year ended December 31, 2023. The CEO earned a cash bonus of $60,000, of which $20,500 has been paid in 2023, with the remainder accrued and available to be converted at any time into shares of the Company’s common stock at the market value on the date of conversion. A bonus of 39,000,000 shares of common stock was also earned and recorded as accrued compensation of $39,000 or $0.001 per share.

In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with an advisor and director in exchange for compensation of 35 million shares of common stock. The agreement includes a registration requirement. The director resigned from the Board effective July 1, 2023.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31,:


	Year Ended		Year Ended
	December 31,		December 31,
	2023		2022
Audit fees ⁽¹⁾	$	73,000	$	74,388
Audit-related fees ⁽²⁾	$	—	$	—
Tax fees ⁽³⁾	$	—	$	—
All other fees ⁽⁴⁾	$	—	$	—

(1)

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements, the review of the interim financial statements included in quarterly reports and services that are normally provided by dbbmckennon in connection with statutory and regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements and related SEC and non-SEC securities offerings.

As of the date of this Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

(2)

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees” by dbbmckennon.

(3)

Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

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(4)

All other fees consist of fees for products and services other than the services reported above.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The following consolidated financial statements of Electromedical Technologies, Inc. are included in “Item 8. Financial Statements and Supplementary Data.”

Report of Independent Registered Public Accounting Firm	18
Balance Sheets	19
Statements of Operations	20
Statements of Changes in Stockholders’ Equity	21
Statements of Cash Flows	22
Notes to Statements	23

(a)(2) Financial Statement Schedules

None.

* In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.


Exhibit No.	Description of Exhibit	Location

3(i)	Certificate of Incorporation.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 23, 2017, converting from a limited liability company to a C corporation.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on November 1, 2019, designating Series A Preferred Shares.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on July 9, 2020, increasing authorized common stock to 50 million shares.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on December 3, 2020, increasing authorized common stock to 125 million shares.	Incorporated by reference from the Company’s Form 8-K filed December 3, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on October 14, 2021, increasing authorized common shares to 251 million shares.	Incorporated by reference from the Company’s 8-K filed October 14, 2021.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on September 21, 2022, increasing authorized common shares to 1 billion and one shares.	Incorporated by reference from the Company’s 8-K filed September 19, 2022.

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3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on January 31, 2023, increasing authorized common shares to 2 billion and one shares.	Incorporated by reference from the Company’s 8-K filed January 26, 2023 .

3(ii)	Corporate Bylaws.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

4(vi)	Description of Securities	Incorporated by reference from the Company’s Form 8a-12g filed August 5, 2020.

10.1	October 14, 2021 Securities Purchase Agreement, Convertible Promissory Note, Common Stock Purchase Warrant, Mast Hill Fund, LP.	Incorporated by reference from the Company’s Form 8-K filed October 21, 2021.

10.2	November 10, 2021, Common Stock Purchase Agreement, White Lion Capital, LLC	Incorporated by reference from the Company’s Form 10-Q filed November 15, 2021.

10.3	November 10, 2021 Registration Rights Agreement, White Lion Capital, LLC	Incorporated by reference from the Company’s Form 10-Q filed November 15, 2021.

10.4	February 11, 2022, Promissory Note, Mast Hill Fund, LP.	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.5	February 11, 2022, Warrant Agreement, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.6	February 11, 2022, Securities Purchase Agreement, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.7	February 11, 2022, Second Warrant, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.8	February 11, 2022, Third Warrant, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023.

10.9	March 3, 2022, Stock Purchase Agreement, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.10	March 3, 2022, Promissory Note, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.11	March 3, 2022, Warrant Agreement, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

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10.12	March 3, 2022, Second Warrant, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10 - K filed March 31, 2023.

10.13	June 21, 2022 Settlement Agreement, JR-HD Enterprises III, LLC	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023.

10.14	March 25, 2024 Mutual Settlement and Release Agreement, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 8-K filed April 2, 2024.

10.15	April 3, 2024 Mutual Settlement and Release Agreement, Blue Lake Partners, LLC	Filed herewith.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a).	Filed herewith.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).	Filed herewith.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101.1NS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 30, 2024

	By:	/s/Matthew Wolfson

		Matthew Wolfson
		Chief Executive Officer, Chief
		Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Wolfson, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/S/ Matthew Wolfson	Chief Executive Officer, Chief Financial Officer and Director	April 30, 2024
Matthew Wolfson

Exhibit 10.15

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”)dated as of April 3, 2024 (the “Effective Date”), is made by and between ELECTROMEDICAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and Blue Lake Partners, LLC, a Delaware limited liability company (the “Investor”) (the Company and the Investor are each also referred to herein as a “Party”, and together as the “Parties”).

WHEREAS, on or around March 10, 2022, the Company and the Investor entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company issued to the Investor a promissory note in the principal amount of $307,500.00 (as amended from time to time, the “Note”) and the Warrants (as defined in the Purchase Agreement) (the “Warrants”); and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Settlement, Modifications to Transaction Documents.

The Purchase Agreement, Note, Warrants, and all other ancillary documentation entered into with respect to the Purchase Agreement, Note, and Warrants shall collectively be referred to herein as the “Transaction Documents”.

[Intentionally Omitted].

Notwithstanding any provision of the Note to the contrary, the Company shall have no obligation to pay any interest under the Note (either current interest or default interest (including Default Interest (as defined in the Note)) until the Maturity Date (as amended by this Agreement). All Default Interest that has accrued under the Note prior to the Effective Date shall remain outstanding under the Note, provided, however, that the interest rate (current interest and default interest) under the Note shall be capped at 12.0% per annum beginning on the Effective Date until paid in full. The Parties acknowledge and agree that the total outstanding balance of the Note as of the Effective Date consists of $342,471.58 of principal and accrued interest.

Notwithstanding anything to the contrary in the Transaction Documents, including but not limited to Section 1.10 of the Note, the Parties hereby agree that if, at any time prior to the full repayment or full conversion of all amounts owed under the applicable Note, the Company or any of the Company’s Subsidiaries (as defined in the Purchase Agreement) receives cash proceeds from any source or series of related or unrelated sources on or after the Effective Date, including but not limited to, from payments from customers other than with respect to the Unit Payments described in Section 1(m) of this Agreement, the issuance of equity or debt, the incurrence of indebtedness for borrowed money, a merchant cash advance, sale of

receivables or similar transaction, the conversion of outstanding warrants of the Company or any of the Company’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Note) of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries (for the avoidance of doubt, the unit sales giving rise to the Unit Payments described in Section I(m) of this Agreement shall not give rise to payment obligations of the Company under in this Section 1(c)), the Company shall, (i) inform the Investor of such receipt within three (3) business days of Company’s or the Subsidiaries’ receipt of such proceeds and (ii) pay to the Investor under the Note an amount equal to 10% of such proceeds for the repayment of the outstanding Principal Amount (as defined in the Note) and interest (including any Default Interest) then due under the Note within five (5) business days of Company’s or the Subsidiaries’ receipt of such proceeds; provided, that, the first $150,000 of any such proceeds received by the Company or the Company Subsidiaries shall not be subject to this repayment obligation under this Note. The Parties hereby agree that the promissory note issued by the Company to 1800 Diagonal Lending LLC on or about March 11, 2024 in the principal amount of $149,500 shall be considered within the $150,000 referenced in the proviso above and that the issuance of, and performance under, such note shall not be an Event of Default under the Note. Failure of the Company to comply with this provision shall constitute an Event of Default. The foregoing provisions shall supersede any conflicting provisions in the Note.

The Parties hereby agree that all cash payments made by the Company to the Investor under the Note, pursuant to Section 1.10 of the Note or otherwise, shall reduce the principal owed under the Note first, and shall only be applied to accrued interest and penalties (if applicable) under the Note after the principal has been repaid in full.

Notwithstanding anything to the contrary in Section 1.6(e) of the Note, if any Dilutive Issuance (as defined in the Note) occurs during the period beginning on the Effective Date and continuing through the date that is twelve (12) calendar months after the Effective Date (the “Affected Period”), the Conversion Price (as defined in the Note) under the Note shall be reduced, at the option of the Investor, to a price equal to the quotient obtained by dividing by the Sum X (as defined in this Agreement) by the Sum Y (as defined in this Agreement). “Sum X” shall mean the sum of(A) the product obtained by multiplying the Common Stock Deemed Outstanding (as defined in this Agreement) prior to such Dilutive Issuance by the Conversion Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such Dilutive Issuance. “Sum Y” shall mean the sum of (A) the Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (B) the aggregate number of shares of Common Stock (as defined in the Note) issued or sold (or deemed issued or sold) by the Company in such Dilutive Issuance.

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The foregoing provisions for determining the Conversion Price in a Dilutive Issuance during the Affected Period shall supersede in their entirety the provisions in Section 1.6(e) of the Note for determining the Conversion Price in a Dilutive Issuance. In addition, notwithstanding anything to the contrary in Section l.6(e) of the Note, any issuance of Common Stock or other securities convertible into, exercisable for, or which otherwise provides any person or entity the right to acquire, shares of Common Stock which contains contingencies or triggering events or circumstances to such issuance, conversion or exercise, shall only be considered a Dilutive Issuance upon the occurrence of such contingency or triggering event or circumstance. All other provisions of Section 1.6(e) of the Note shall remain unchanged.

For the avoidance of doubt, if the Company’s issuance of Common Stock Equivalents (as defined in the Note) resulted in the respective Dilutive Issuance, then the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such Dilutive Issuance shall include all shares of Common Stock underlying the respective Common Stock Equivalents (ignoring any beneficial ownership limitations applicable to such Common Stock Equivalents) that resulted in the respective Dilutive Issuance.

ii.

“Common Stock Deemed Outstanding” shall mean (A) the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (B) the maximum total number of shares of Common Stock issuable pursuant to all Common Stock Equivalents (as defined in the Note) of the Company (ignoring any beneficial ownership limitations applicable to such Common Stock Equivalents). The Company shall provide the Common Stock Deemed Outstanding within two (2) business days of the Investor’s request.

iii.

Notwithstanding anything to the contrary in this Agreement, Section 1 (e) of this Agreement shall not apply to any Dilutive Issuance that occurred prior to the date of this Agreement, any Dilutive Issuances that occur after the Affected Period, or any Dilutive Issuances during the Affected Period that occur after the Company has received $2,000,000 (the “Maximum Threshold”) of consideration in the aggregate from the issuance of any securities during the Affected Period (for the avoidance of doubt, each time that the Company receives consideration during the Affected Period from the issuance of any securities, such amount shall be aggregated together for purposes of calculating the Maximum Threshold).

iv.

The Company represents and warrants that, as of the Effective Date, the Conversion Price under the Note is equal to $0.00102 per share.

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If the Company fails to comply with Section I (c) of this Agreement at any time on or after the Effective Date, then, except as set forth in the proviso below, Section 1(e) of this Agreement shall no longer apply to the Note, and the original Section l.6(e) of the Note shall automatically be in full force and effect. For the avoidance of doubt, the original Section 1.6(e) of the Note shall then apply to every Dilutive Issuance that has occurred on or after the Issue Date (as defined in the Note) of the respective Note (including but not limited to during the Affected Period).

Section 4(c) of the Purchase Agreement, titled “Use of Proceeds”, shall be replaced with “[Intentionally Omitted]”.

Section 4(d) of the Purchase Agreement, titled “Right of Participation and First Refusal”, shall be deleted from the Purchase Agreement.

Section 4(p) or, as applicable, Section 4(o), of the Purchase Agreement, titled “Most Favored Nation”, shall be deleted from the Purchase Agreement.

Section 4(q) or, as applicable, Section 4(p) of the Purchase Agreement, titled “Subsequent Variable Rate Transactions”, shall be deleted from the Purchase Agreement.

Notwithstanding any provisions of Section 5 of the Purchase Agreement to the contrary, the Company obligations with respect to transfer agent instructions and related matters set forth therein shall take into account the $30,000.00 monthly limit on the Investor’s conversions set forth in Section I(n) of this Agreement.

The Maturity Date (as defined in the Note) of the Note shall be extended to September 25, 2025.

In addition to all other payment obligations in the Note, the Company shall pay to the Holder under the Note applied to repayment of the outstanding Principal Amount of the Note an amount equal to $400.00 of the proceeds from the Company’s, sale of each Wellness Pro Plus Infinity unit (and any future new, modified, or upgraded versions of this unit) (collectively, the “Unit Payments”), which Unit Payments shall be made in monthly installments within five (5) business days of the end of each month (with respect to all sales of Wellness Pro Plus Infinity units (and any future new, modified, or upgraded versions of this unit) in the respective calendar month) and the Company shall provide an accounting to the Investor.

Notwithstanding the provisions of Section 1.1 of the Note, the Investor shall only be permitted to effectuate conversions for up to $30,000.00 (of principal only, not interest) under the Note in the aggregate per calendar month unless (i) the Company waives this limitation in writing to the

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Investor, (ii) the Common Stock is listed for trading on a national securities exchange (included but not limited to The Nasdaq Stock Market or NYSE), or (iii) the date of the respective conversion is after December 31, 2024.

Notwithstanding the provisions of Section 1.2(a) of the Note, the Investor shall no longer be entitled to deduct $1,750.00 from the conversion amount in a Notice of Conversion to cover Holder’s fees with respect to any conversion under the Note effectuated on or after the Effective Date.

Section 2.1 and 2.4 of the Note shall be revised to except therefrom other currently outstanding promissory note of the Company.

Section 2.6 of the Note shall be revised to provide that the amendments and modifications to the Transaction Documents contemplated by this Agreement and the similar amendments to existing Company promissory note and related transaction documents shall be excepted therefrom.

In Section 2.8 of the Note, clause (c) (regarding Variable Rate Transactions(as defined in the Note)) shall be deleted therefrom.

Section 3.14 of the Note, titled “Cross-Default”, shall be deleted from the Note.

Section 3.15 of the Note, titled “Variable Rate Transactions”, shall be deleted from the Note.

Section 3.17 of the Note, titled “Unavailability of Rule 144”, shall be deleted from the Note.

In Section 3.20 of the Note, the reference to “125%” shall be replaced with “115% (meaning, for the avoidance of doubt, 1.15)”.

Section 4.14 of the Note, titled “Terms of Future Financings”, shall be deleted from the Notc.

Section 4.16 of the Note, titled “Right of First Refusal”, shall be deleted from the Note.

Except as expressly set forth in this Agreement, the Purchase Agreement and the Note shall remain unmodified and in full force and effect.

Mutual Release.

Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Investor on its own behalf, and on behalf of its affiliates, partners, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Investor Releasing Parties”), hereby irrevocably,

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unconditionally, and forever releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners, joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all liabilities, causes of action, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of any form whatsoever, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, which they have or may claim to have against any of the Company Released Parties prior to and as of the Effective Date, including, without limitation, any costs, attorneys’ fees or expenses incurred by the Investor Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Company from its continuing obligations under the Purchase Agreement or the Note (as modified by this Agreement); provided, that, this release shall not extend to (i) any obligations incurred under, or arising out of, this Agreement or (ii) any claims or causes of action against the Mailander Law Office, Inc. or Tad Mailander in connection with or relating to any legal opinions issued by the Mailander Law Office, Inc. or Tad Mailander to Investor (which, for the avoidance of doubt shall not modify the release of the Company Released Parties (other than the Mailander Law Office, Inc. and Tad Mailander with respect to the matters described in clause (ii) of this proviso) (all of the aforementioned are collectively referred to as the “Investor Released Claims”). The Investor Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Company Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Investor Releasing Parties, in connection with or relating to the Investor Released Claims or otherwise.

Except as expressly set forth in this Agreement, for and in consideration of the mutual covenants set forth herein, the Company on its own behalf, and on behalf of its affiliates, grantees, agents, representatives, assigns, assignors, and any person and/or entity claiming through the Investor (collectively, the “Company Releasing Parties”), hereby irrevocably, unconditionally, and forever releases the Investor and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, accountants, consultants, advisors, partners, partnerships, parent companies, divisions, subsidiaries, owners,

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joint ventures, commonly-controlled companies, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all liabilities, causes of action, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of any form whatsoever, whether known or unknown, whether previously or presently existing or arising in the future, whether suspected or unsuspected, whether fixed or contingent, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether in law or in equity, which they have or may claim to have against any of the Investor Released Parties prior to and as of the Effective Date, including, without limitation, any costs, attorneys’ fees or expenses incurred by the Company Releasing Parties prior to and as of the Effective Date, solely under and in relation to the Transaction Documents and the transactions contemplated thereby, which, for the avoidance of doubt, shall not release the Investor from its continuing obligations under the Purchase Agreement or the Note (as modified by this Agreement); provided, that, this release shall not extend to any obligations incurred under, or arising out of, this Agreement, provided, further, that this release shall encompass all actions of the Investor Released Parties taken prior to the Effective Date, as of the Effective Date, and at all times after the Effective Date with respect to any claim against any of the Investor Released Parties relating to registration as a broker-dealer under any state or federal laws or statutes (all of the aforementioned are collectively referred to as the “Company Released Claims”). The Company Releasing Parties hereby acknowledge and agree that, except as expressly set forth in this Agreement and the Transaction Documents (as modified by this Agreement), the Investor Released Parties have no other liabilities or obligations, of any kind or nature, owed to the Company Releasing Parties, in connection with or relating to the Company Released Claims or otherwise.

The Investor acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Investor hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Investor agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Investor acknowledges the following: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally.

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The Investor further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Investor agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Investor acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Investor fails to comply with this Section 2(d), then the Company, at the Company’s sole discretion, may declare this Agreement null and void and of no further force or effect.

The Company acknowledges that it may hereafter discover facts different from, or in addition to, those which he now believes to be true with respect to the claims released under this Agreement. The Company hereby expressly and knowingly waives and relinquishes any and all rights that it has or might have under any federal or state statutes or common law principles which purport to protect a party from waiving or releasing claims of which it is not fully aware at the time of such waiver or release. The Company agrees that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such claims. By executing this Agreement, the Company acknowledges the follOwing: (a) it is represented by counsel; and (b) it has been specifically advised by counsel of the consequences of the above waiver and this Agreement generally.

The Company further agrees, promises, and covenants that it has not and will not, nor will any person, organization or any other entity acting on its behalf, file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other) on any claims released under this Agreement. The Company agrees that this Agreement may be pleaded as a full and complete defense to any and all claims and causes of action being released pursuant to this Agreement. The Company acknowledges and consents that this Agreement may be used as the basis for an injunction to halt any action, suit or other proceeding based upon claims released under this Agreement. If the Company fails to comply with this Section 2(f), then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in full force and effect even if the Investor’s declares this Agreement as null and void.

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If (i) the Company fails to comply with Section 1(c) or 1(m) of this Agreement at any time on or after the Effective Date, or (ii) an event of default occurs under Section 3.2, 3.5, 3.7, or 3.8 of any of the Note, then the Investor, at the Investor’s sole discretion, may declare this Agreement null and void and of no further force or effect, provided, however, that Sections 2(b), 2(e), and 2(f) of this Agreement shall survive and be in fuI I force and effect even if the Investor’s declares this Agreement as null and void.

Miscellaneous.

Notices. Any notices hereunder to the Company or the Investor shall be in writing. If sent by electronic mail, such notices shall be deemed to have been given when sent (provided that electronic confirmation of it being sent is received by the sender). If sent by hand delivery or special courier (e.g., Federal Express), such notices shall be deemed to have been given on the date of delivery thereof as reflected on written confirmation of such delivery. All notices shall be addressed as follows (or to such other address or addresses of which any party shall provide written notice to the other parties hereto).

If to the Company:

ELECTROMEDICAL TECHNOLOGIES, INC.

16561 N. 92ⁿdStreet, Ste. 101

Scottsdale, AZ 85260

Email: ceo@electromedtech.com

If to the Investor:

BLUE LAKE PARTNERS, LLC

e-mail: craig@bluelakepartnersllc.com

Amendments. This Agreement may not be changed orally, but only by an agreement in writing signed by the Company and the Investor.

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

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the same force and effect as if such facsimile or “.pdf’ signature page were an original thereof.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Construction. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the this Agreement or any amendments thereto.

Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, managers, employees or agents) shall be commenced exclusively in the state or federal courts located in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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Successors and Assigns. The Parties agree that this Agreement and all of its terms shall be binding on the Parties and each of them, and, as applicable, on their heirs, executors, administrators, dependents, predecessors, successors, subsidiaries, divisions, alter egos, affiliated corporations, parent corporations and related entities, and their agents, attorneys, officers, directors, successors and assigns.

No Admission. The Parties understand and acknowledge that this is a compromise, settlement and mutual release without any admission of liability or error or bad faith on the part of any party or any of its agents, prior or present attorneys, predecessors, successors, assigns, subsidiaries, divisions, alter egos, affi liated corporations and related entities, and their past or present officers, directors, partners, employees, agents and any or all of them.

Representation by Counsel. Each Party acknowledges that it has been represented by independent legal counsel of its own choice throughout all of the negotiations which preceded the execution of this Agreement and that it has executed this Agreement with the consent and on the advice of such independent legal counsel. The terms of this Agreement have been read and its consequences (including risks, complications, and costs) have been completely explained to each party by that Party’s attorney. Each Party further acknowledges and represents that, in executing this Agreement, they have not relied on any inducements, promises, or representations made by the other Party hereto.

Knowing and Competent Release. Each Party acknowledges that it has read this Agreement and assents to all of the terms and conditions herein without any reservation whatsoever and it has had the same explained to it by its own counsel, who have answered all questions which have been asked of him or her with regard to the meaning of any of the provisions hereof. Each individual party to this Agreement warrants and represents that he or she is fully physically able and mentally competent to execute this Agreement and has a full and complete understanding of its terms. Furthermore, each Party affirms that no legal impediment impairs its competence to proceed with this Agreement.

Capacity and Authority to Bind. Each of the Company and the Investor represents and warrants that (i) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement by such party and the consummation by it of the transactions contemplated hereby have been duly authorized by such party’s Board of Directors and no further consent or authorization of such party, its Board of Directors or, as applicable, its shareholders or its debt holders is required, (iii) this Agreement has been duly executed and delivered by such party by

-11-

its authorized representative, and such authorized representative is the true and official repfesentative with authority to sign this Agreement and bind such party accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by such party, will constitute, a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

Entire Agreement. This Agreement, together with the Transaction Documents (as modified by this Agreement), contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters.

[SIGNATURE PAGE FOLLOWS]

-12-

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

ELECTROMEDICAL TECHNOLOGIES, INC.

By:
Name:	Matthew Wolfson
Title:	Chief Executive Officer


BLUE LAKE PARTNERS, LLC

By:
Name:	Craig Kesselman
Title:	Member

-13-

Exhibit 31.1

I, Matthew Wolfson, certify that:

I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2023, of Electromedical Technologies, Inc.

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;

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;

As Principal Financial Officer and Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)

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

(c)

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

As Principal Financial Officer and Principal Executive Officer, I have disclosed, based on my 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.


	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		Chief Executive Officer

Date: April 30, 2024

Exhibit 31.2

I, Matthew Wolfson, certify that:

I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2023. of Electromedical Technologies, Inc.

As Principal Executive Officer and Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

As Principal Executive Officer and Principal Financial Officer, I have disclosed, based on my 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)

(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.

	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		Principal Financial Officer

Date: April 30, 2024

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 annual report of Electromedical Technologies, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1)

The Report fully complies with the requirements 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 financial condition and results of operations of the Company.

Date: April 30, 2024

	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		Principal Executive Officer, Chief Financial Officer

Date: April 30, 2024


	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		Principal Executive Officer, Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Apr. 30, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	000-56192
Entity Registrant Name	Electromedical Technologies, Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2619815
Entity Address, Address Line One	16413 N. 91st Street
Entity Address, Address Line Two	Ste. C140
Entity Address, City or Town	Scottsdale
Entity Address State Or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	888
Local Phone Number	880-7888
Trading Symbol	EMED
Security Exchange Name	NONE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Public Float	$ 313,166
Entity Common Stock, Shares Outstanding		507,288,394
Auditor Name	dbbmckennon
Auditor Firm ID	3501
Auditor Location	San Diego, California
Entity Central Index Key	0001715819
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(b) Security	$0.00001 par value, common stock

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 87,704	$ 368,425
Accounts receivable	4,399	9,444
Inventories	68,517	62,061
Prepaid inventories and other current assets	288,565	207,872
Total current assets	449,185	647,802
Right of use asset	149,493
Property and equipment, net	149,705	705,469
Total assets	748,383	1,353,271
Current liabilities:
Accounts payable	239,481	266,744
Credit cards payable	28,097	37,633
Accrued expenses and other current liabilities	916,971	1,065,483
Customer deposits	197,325	217,588
Convertible promissory notes, net of discount of $0 and $375,865, respectively	1,393,601	1,304,909
Long term debt, current portion		31,818
Lease liability, current portion	48,745
Derivative liabilities	532,334
Total current liabilities	3,356,554	2,924,175
Bank debt, net of current portion		489,707
Government debt, net of current portion	150,000	150,000
Lease liabilities, net of current portion	106,200
Other liabilities	8,416	10,234
Total liabilities	3,621,170	3,574,116
Commitments and contingencies (Note 10)
Stockholders' deficit
Common stock, $.00001 par value, 1,999,000,000 and 999,000,000 shares authorized; 463,286,208 and 189,784,529 shares outstanding at December 31, 2023 and 2022, respectively	4,631	1,896
Additional paid-in-capital	23,827,330	22,237,300
Accumulated deficit	(27,469,748)	(24,825,041)
Total stockholders' deficit	(2,872,787)	(2,220,845)
Total liabilities and stockholders' deficit	748,383	1,353,271
Series A Preferred Stock
Stockholders' deficit
Preferred Stock	365,000	$ 365,000
Series B Preferred Stock
Stockholders' deficit
Preferred Stock	$ 400,000

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Discount on convertible promissory notes	$ 0	$ 375,865
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	1,999,000,000	999,000,000
Common stock, shares outstanding	463,286,208	189,784,529
Series A Preferred Stock
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock
Preferred stock, shares authorized	1	1
Preferred stock, shares outstanding	1	0

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
STATEMENTS OF OPERATIONS
Net sales	$ 1,348,808	$ 1,149,844
Cost of sales	303,303	261,203
Gross profit	1,045,505	888,641
Selling, general and administrative expenses	3,110,446	2,492,169
Loss from operations	(2,064,941)	(1,603,528)
Other income (expense)
Interest expense	(893,155)	(791,072)
Gain on sale of fixed asset	1,193,676
Change in fair market value of derivative liabilities	(120,610)
Loss on derivative liabilities	(355,597)
Other expense	(409,000)
Forgiveness of debt		5,900
Gain (loss) on extinguishment of debt	8,381	(1,079,800)
Total other expense	(576,305)	(1,864,972)
Net loss	(2,641,246)	(3,468,500)
Deemed dividend related to warrant resets	(3,461)	(107,888)
Net loss attributable to common stockholders	$ (2,644,707)	$ (3,576,388)
Weighted average shares outstanding - basic (in shares)	377,216,319	133,596,295
Weighted average shares outstanding - diluted (in shares)	377,216,319	133,596,295
Weighted average loss per share - basic (in dollars per share)	$ 0.00	$ (0.03)
Weighted average loss per share - diluted (in dollars per share)	$ 0.00	$ (0.03)

STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Series A Preferred Stock Preferred Stock	Series B Preferred Stock Preferred Stock	Common Stock	Paid in Capital Cumulative Effect, Period of Adoption, Adjustment	Paid in Capital	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Cumulative Effect, Period of Adoption, Adjustment	Total
Beginning balance (ASU 2020-06) at Dec. 31, 2021				$ (1,013,414)		$ 634,059		$ (379,355)
Beginning balance at Dec. 31, 2021	$ 355,000		$ 876		$ 20,804,333		$ (21,882,712)		$ (722,503)
Beginning balance (in shares) at Dec. 31, 2021	500,000		87,725,842
Increase (Decrease) in Stockholders' Equity
Issuance of common stock for cash			$ 15		42,751				42,766
Issuance of common stock for cash (in shares)			1,500,000
Shares issued for consulting services			$ 221		494,679				$ 494,900
Shares issued for consulting services (in shares)			22,058,999						7,500,000
Shares issued in conjunction with forbearance of convertible promissory notes			$ 40		142,760				$ 142,800
Shares issued in conjunction with forbearance of convertible promissory notes (in shares)			4,000,000
Shares issued in conjunction with convertible promissory notes settlement			$ 307		708,063				708,370
Shares issued in conjunction with convertible promissory notes settlement (in Shares)			30,734,801
Warrants issued in conjunction with debt settlement					65,000				65,000
Warrants issued in conjunction with convertible promissory notes					445,974				445,974
Warrants reset in conjunction with convertible promissory notes					107,888		(107,888)
Conversion of convertible promissory note			$ 305		434,695				435,000
Conversion of convertible promissory note (In shares)			30,500,000
Stock-based compensation	$ 10,000				4,703				14,703
Stock-based compensation (in shares)	500,000
Cashless warrant exercises			$ 132		(132)
Cashless warrant exercises (in shares)			13,264,887
Net loss							(3,468,500)		(3,468,500)
Ending balance at Dec. 31, 2022	$ 1,000,000		$ 1,896		22,237,300		(24,825,041)		(2,220,845)
Ending balance (in shares) at Dec. 31, 2022	365,000		189,784,529
Increase (Decrease) in Stockholders' Equity
Shares issued for consulting services			$ 350
Shares issued for consulting services (in shares)			35,000,000
Conversion of convertible promissory notes, accrued interest and derivative liabilities			$ 1,755		298,279				300,034
Conversion of convertible promissory notes, accrued interest and derivative liabilities (in Shares)			175,534,171
Cashless warrant exercises			$ 180		(180)
Cashless warrant exercises (in shares)			18,000,000
Share issued as CEO compensation		$ 400,000							400,000
Share issued as CEO compensation (in shares)		1
Shares issued in conjunction with settlement reset			$ 461		697,539				698,000
Shares issued in conjunction with settlement reset (in shares)			46,102,156
Settlement of stock-based compensation liabilities			$ 30		20,970				21,000
Settlement of stock-based compensation liabilities (in shares)			3,000,000
Conversion true-up			$ 41		(41)
Conversion true-up (in shares)			4,075,000
Exercise of warrants for cash			$ 2		173				175
Exercise of warrants for cash (in shares)			170,898
Warrant reset					3,461		(3,461)		3,461
Valuation of trigger warrants					263,476				263,476
Cancellation of shares			$ (84)		(8,297)				(8,381)
Cancellation of shares (in shares)			(8,380,546)
Net loss							(2,641,246)		(2,641,246)
Ending balance (ASU 2020-06) at Dec. 31, 2023					314,650				315,000
Ending balance at Dec. 31, 2023	$ 365,000	$ 400,000	$ 4,631		$ 23,827,330		$ (27,469,748)		$ (2,872,787)
Ending balance (in shares) at Dec. 31, 2023	1,000,000	1	463,286,208

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (2,641,246)	$ (3,468,500)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	715,000	509,603
Provision for allowance for doubtful accounts	1,845
Depreciation and amortization	4,557	21,875
Amortization of right of use asset	21,648
Forgiveness of debt		(5,900)
(Gain)loss on extinguishment of debt	(8,381)	1,079,800
Amortization of debt discount and warrant expense	639,341	584,261
Change in fair value of derivative liabilities-	120,610
Loss on derivatives	355,597
Gain on sale of property and equipment	(1,193,676)
Other	876
Change in operating assets and liabilities:
Accounts receivable	3,200	25,641
Inventories	(6,456)	156,449
Prepaid inventories and other current assets	(80,693)	(169,870)
Accounts payable	(27,263)	51,959
Credit cards payable	(9,536)	26,350
Accrued expenses and other current liabilities	725,461	196,340
Customer deposits	(20,263)	217,588
Lease liability	(16,196)
Other liabilities	(1,818)	1,067
Net cash used in operating activities	(1,417,393)	(773,337)
Cash flows from investing activities:
Purchase of property and equipment	(149,705)
Sale of property and equipment	1,894,588
Net cash provided by investing activities	1,744,883
Cash flows from financing activities:
Repayments on bank debt	(522,401)	(25,355)
Related party notes payable-net		(57,875)
Issuance of convertible promissory notes		1,545,140
Repayments on convertible promissory notes	(85,985)	(746,084)
Exercise of warrants for cash	175
Issuance of common stock for cash- net		42,766
Net cash provided by (used in) financing activities	(608,211)	758,592
Net decrease in cash and cash equivalents	(280,721)	(14,745)
Cash and cash equivalents, beginning of year	368,425	383,170
Cash and cash equivalents, end of year	87,704	368,425
Cash paid during the year for:
Interest	40,241	103,819
Non-cash investing and financing activities:
January 1, 2022 adoption of ASU2020-06		379,355
Settlement of stock-based compensation liabilities	719,000
Warrants, common stock and beneficial conversion feature issued in conjunction with convertible promissory notes		510,974
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock	300,034	$ 1,103,370
Right of use asset and lease liability	$ 164,408

ORGANIZATION AND NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements.

Going Concern

Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30-day right of return to its customers. As of both December 31, 2023, and 2022, the sales returns allowance was $6,990.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accounts Receivable

The Company recorded an allowance for doubtful accounts of $1,845 and $1,000 as of December 31, 2023 and 2022, respectively.

Financial Instruments and Concentrations of Business and Credit Risk

Significant customer sales greater than 10% as a percentage of total sales are as follows:


	YEAR ENDED DEC 31,
	2023		2022
Customer A	19.9	%	23.5	%
Customer B	11.4	%	13.5	%


	YEAR ENDED DEC 31,
	2023		2022
Supplier A	31.4	%	81.6	%
Supplier D	58.6	%	—

Disclosure of Fair Value

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

The following table presents changes during the year ended December 31, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

There were no Level 3 liabilities in 2022.

Inventories

Property and Equipment

Impairment of Long-Lived Assets

No impairment losses of long-lived assets were recognized for the years ended December 31, 2023 and 2022.

Equity Issued with Convertible Debt

The Company values the warrants using a Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance.

Income Taxes

Sales Taxes

Shipping and Handling Costs

The Company included shipping and handling costs in cost of sales on the accompanying statements of operations for the years ended December 31, 2023 and 2022.

Warranty

Research and Development Costs

Net Loss per Share

COVID-19

Recently Issued Accounting Pronouncements

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31:


	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

NOTES PAYABLE

NOTES PAYABLE

NOTE 4. NOTES PAYABLE

Convertible Promissory Notes

The aggregate of convertible promissory notes is as follows:


	December 31,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

As of December 31, 2023, and separately, the Company is in default of two matured convertible promissory notes including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $329,887 and $139,567, respectively. The convertible notes included a cross-default and a cross-default, provision which required the Company to remit payment of principal, accrued interest, default interest and legal fees, multiplied by 125% and 150%, respectively. The amount of $152,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023, for these lenders. On April 4, 2024, the Company entered into a settlement agreement with one of the lenders. See Notes 10 and 11. The Company is in negotiations with the other lender to reform the note in default.

During the year - ended December 31, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes.

The Net Notes balance at December 31, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2023

LONG-TERM DEBT

LONG-TERM DEBT

NOTE 5. LONG-TERM DEBT

Government Debt

Bank Debt

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. Principal and interest totaling $524,585 were paid in conjunction with the sale. Interest expense totaled $12,802 and $26,862 for the years ended December 31,2023 and 2022, respectively.

Future annual aggregate maturities of long-term debt, are as follows:


For the Years Ending December 31:
2024	$	—
2025		—
2026		—
2027		1,440
2028		3,246
Thereafter		145,314
	$	150,000

DERIVATIVE LIABILITIES

12 Months Ended

Dec. 31, 2023

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 6. DERIVATIVE LIABILITIES


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

The fair value of the derivative liabilities – convertible promissory notes is estimated using a Lattice pricing model with the following assumptions:


	2023
Market value of common stock	$	0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

There were not derivative liabilities as of December 31, 2022.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7. RELATED PARTY TRANSACTIONS

In January 2023, the Company amended the CEO’s employment agreement to include the following:

●

Increased annual salary to $365,000.

●

An annual bonus of 25 million shares of common stock for an increase in gross revenue of 10% or more over the previous years and additional shares for incremental growth over the 10% increase

●

Instituted a bonus plan that provides for monthly and quarterly cash bonuses based on certain growth requirements

●

A bonus of 10 million shares of common stock upon uplisting to a senior stock exchange or successful reverse stock split

●

Issuance of the authorized Series “B” Preferred stock.

In the event of a change of control of the Company, a cash payment of at least $1.5 million, subject to increase or change by the disinterested board will be paid to the CEO.

In September 2022, the Company issued 500,000 shares of its Series A Preferred Stock to the Company’s CEO as compensation at $0.02 per share or $10,000. See Note 8.

STOCKHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2023

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 8. STOCKHOLDERS’ DEFICIT

In January 2023, the Company issued 3,000,000 shares of common stock granted and accrued at December 31, 2022 under the Company’s Employee and Consultant Stock Ownership Plan.

In February 2023, 2,000,000 shares to be issued in conjunction with anti-dilution provisions of a third -party consulting agreement were settled for a cash payment totaling $12,000.

In February 2023, the Company issued 46,102,156 shares of common stock as part of the June 2022 convertible notes payable settlement.

In March 2023, the Company issued 18,000,000 shares of common stock in conjunction with the cashless exercise of 24,000,000 warrants by convertible note holders.

On May 8, 2023, the Company issued 4,075,000 shares related to reset adjustments of prior warrant and convertible note payable conversions. See Note 4.

In January and February 2022, the Company sold 1,500,000 shares of common stock at prices ranging from $0.0259- $0.0353 under a stock purchase agreement with net proceeds totaling $42,766.

In addition, the Company issued a member of its board of directors 800,000 shares as payment for certain marketing funds advanced totaling $8,000. See Note 7.

Series A Preferred Stock

Series B Preferred Stock

See Note 9 for activity related to warrants.

STOCK OPTIONS AND WARRANTS

12 Months Ended

Dec. 31, 2023

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS

NOTE 9. STOCK OPTIONS AND WARRANTS

All options have expired as of December 31, 2022. No were granted during the years ended December 31, 2023 and 2022.

Warrants


Fair Value of Common Share	$	0.0008-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

The fair value of the warrants of $263,476 has been recorded as interest expense.

Retroactive application of a 2022 exercise resulted in the issuance of an additional 375,000 shares during the year ended December 31, 2023 with no financial statement impact.

As of April 15, 2024, 161,000,000 outstanding warrants were cancelled without consideration in conjunction with settlement agreements. See Note 11.

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.025	450,000	October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843	August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690	September 29,2027
February 11, 2023	$	0.00102	500,000	February 11, 2028
March 10, 2023	$	0.00102	12,500,000	March 10, 2028
September 15, 2023	$	0.00102	148,000,000	September 15, 2026
			176,838,431


Fair Value of Common Share	$	0.0233-0.0380
Exercise Price	$	0.025
Risk Free Rate		1.35-3.57	%
Expected Life (Yrs.)		3.0- 5.0
Volatility		154.1-162.3	%

The Company valued the warrants using a Black Scholes pricing model. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants:


Fair Value of Common Share	$	0.028 - 0.0345
Exercise Price	$	0.025 - 0.0232
Risk Free Rate		0.98 - 3.59	%
Expected Life (Yrs.)		3.0 - 5.0
Volatility		142.4 - 162.1	%

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.01	450,000	October 17, 2024
August 10, 2022	$	0.01	3,336,843	August 10, 2027
September 15, 2022	$	0.01	12,000,000	September 15, 2025
September 29, 2022	$	0.01	2,780,690	September 29, 2027
			27,837,533

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10. COMMITMENTS AND CONTINGENCIES

Commitments

The following outlines the maturities of our operating lease liabilities as of December 31, 2023:


2024	$	65,271
2025	$	67,230
2026	$	51,548
Total lease payments	$	184,049
Less imputed interest	$	(29,104)

Total	$	154,945

Contingencies

As of December 31, 2023, the Company is currently in default with one its lenders for non-payment of three matured convertible promissory notes issued on October 13, 2021, February 11, 2022, and September 15, 2022, with a principal of $932,600 and interest of $93,700 due as of December 31, 2023. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest and default interest, through the date of repayment, multiplied by 125%, as well as terms that could impact the conversion price of the instruments. Default penalties totaling $ 257,000 have been accrued and recorded as other expense in the statement of operations for the year ended December 31, 2023. On March 25, 2024, the Company entered into a settlement agreement with this lender. See Note 11.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

●

Any and all outstanding warrants are to be cancelled without consideration.

●

The maturity date has been extended to September 25, 2025.

●

Interest rate is capped at 12% per annum.

●

Default penalties accrued up to the settlement date and from the effective date forward are amended to 115% from 125%.

●

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date.

In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion.

In March and April 2024, holders of convertible promissory notes converted $44,883 of principal into 44,002,186 shares of common stock at $0.00102 per share.

SUPPLEMENTARY DATA

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company maintains its accounting records on an accrual method in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared based on the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements.

Going Concern

Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory that is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30-day right of return to its customers. As of both December 31, 2023, and 2022, the sales returns allowance was $6,990.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accounts Receivable

The Company recorded an allowance for doubtful accounts of $1,845 and $1,000 as of December 31, 2023 and 2022, respectively.

Financial Instruments and Concentrations of Business and Credit Risk

Significant customer sales greater than 10% as a percentage of total sales are as follows:


	YEAR ENDED DEC 31,
	2023		2022
Customer A	19.9	%	23.5	%
Customer B	11.4	%	13.5	%


	YEAR ENDED DEC 31,
	2023		2022
Supplier A	31.4	%	81.6	%
Supplier D	58.6	%	—

Disclosure of Fair Value

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

The following table presents changes during the year ended December 31, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

There were no Level 3 liabilities in 2022.

Inventories

Property and Equipment

Impairment of Long-Lived Assets

No impairment losses of long-lived assets were recognized for the years ended December 31, 2023 and 2022.

Equity Issued with Convertible Debt

The Company values the warrants using a Black Scholes Merton and Monte Carlo pricing models and records the warrants as a reduction of the notes included in the debt discount balance.

Income Taxes

Sales Taxes

Shipping and Handling Costs

The Company included shipping and handling costs in cost of sales on the accompanying statements of operations for the years ended December 31, 2023 and 2022.

Warranty

Research and Development Costs

Net Loss per Share

COVID-19

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of significant customer sales as a percentage of total sales


	YEAR ENDED DEC 31,
	2023		2022
Customer A	19.9	%	23.5	%
Customer B	11.4	%	13.5	%

Schedules of supplier purchases as percentage of total inventory purchases


	YEAR ENDED DEC 31,
	2023		2022
Supplier A	31.4	%	81.6	%
Supplier D	58.6	%	—

Schedule of level 3 liabilities measured at fair value on a recurring basis


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT

Schedule of property and equipment


	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

NOTES PAYABLE

Schedule of convertible promissory note


	December 31,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

The Net Notes balance at December 31, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2023

LONG-TERM DEBT

Schedule of future aggregate maturities of long-term debt


For the Years Ending December 31:
2024	$	—
2025		—
2026		—
2027		1,440
2028		3,246
Thereafter		145,314
	$	150,000

DERIVATIVE LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

DERIVATIVE LIABILITIES

Schedule of fair value of derivative liabilities


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		120,610
Fair value- December 31, 2023	$	532,334

Schedule of fair value of the derivative liabilities - convertible promissory notes


	2023
Market value of common stock	$	0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

STOCK OPTIONS AND WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

Summary of assumptions used in the determination of the fair value of the warrant


Fair Value of Common Share	$	0.0008-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

Summary of outstanding warrants to purchase common stock

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.025	450,000	October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843	August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690	September 29,2027
February 11, 2023	$	0.00102	500,000	February 11, 2028
March 10, 2023	$	0.00102	12,500,000	March 10, 2028
September 15, 2023	$	0.00102	148,000,000	September 15, 2026
			176,838,431

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000	December 1, 2023
May 1, 2020	$	0.52	100,000	May 1, 2025
October 1, 2021	$	0.025	9,000,000	October 1, 2026
October 17, 2021	$	0.01	450,000	October 17, 2024
August 10, 2022	$	0.01	3,336,843	August 10, 2027
September 15, 2022	$	0.01	12,000,000	September 15, 2025
September 29, 2022	$	0.01	2,780,690	September 29, 2027
			27,837,533

Warrants using a Black Scholes pricing model

Summary of assumptions used in the determination of the fair value of the warrant


Fair Value of Common Share	$	0.0233-0.0380
Exercise Price	$	0.025
Risk Free Rate		1.35-3.57	%
Expected Life (Yrs.)		3.0- 5.0
Volatility		154.1-162.3	%

Warrant using monte carlo pricing model

Summary of assumptions used in the determination of the fair value of the warrant


Fair Value of Common Share	$	0.028 - 0.0345
Exercise Price	$	0.025 - 0.0232
Risk Free Rate		0.98 - 3.59	%
Expected Life (Yrs.)		3.0 - 5.0
Volatility		142.4 - 162.1	%

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

Schedule of maturities of our operating lease liabilities

The following outlines the maturities of our operating lease liabilities as of December 31, 2023:


2024	$	65,271
2025	$	67,230
2026	$	51,548
Total lease payments	$	184,049
Less imputed interest	$	(29,104)

Total	$	154,945

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accumulated net losses	$ 23,700,000
Cash used in operating activities	(1,417,393)	$ (773,337)
Working capital deficit	$ 2,900,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Right of return period	30 days
Sales returns allowance	$ 6,990	$ 6,990
Customer deposits	$ 197,325	217,588
Initial warranty period	3 years
Deferred revenue	$ 20,787	$ 23,313
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Extended warranty period	1 year
Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Extended warranty period	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for doubtful accounts	$ 1,845	$ 1,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments and Concentrations of Business and Credit Risk (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount due from customers	$ 12,442	$ 13,342
Due from customers	594	0
Customer deposits on hand	$ 70,950	$ 73,385
Net Sales \| Customer A \| Customer concentration
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	19.90%	23.50%
Net Sales \| Customer B \| Customer concentration
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	11.40%	13.50%
Net purchase \| Supplier concentrations
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount due to suppliers	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplier Purchases as a Percentage of Total Inventory Purchases (Details) - Purchases - Supplier concentrations	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Supplier A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	31.40%	81.60%
Supplier D
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	58.60%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Default penalties accrued	$ 409,000
Sales tax payable	$ 61,000	$ 61,000
Standard warranty period	3 years
Warranty liability	$ 16,642	12,679
Variable lease cost	0
Customer Deposits	$ 5,248
Federal tax rate (as a percent)	25.90%
Statutory tax rate (as a percent)	21.00%
Deferred Tax Accounts Payable	$ 7,061
Increase (Decrease) In Operating Loss Carryforwards	$ 1,313,286	$ 214,257
Stock options, warrants and convertible promissory notes with underlying shares	1,535,713,792	231,796,422
Potential shares totaling	420,000,000
Total net loss operating carry forward	$ 5,403,695	$ 4,090,409
Impairment loss	0	0
Valuation allowance increased	326,627	53,288
Deferred tax assets	1,260,254	933,627
Accruals for interest and penalties on unrecognized tax benefits	0	0
Accrued liabilities and accounts payable		263,660
Research and development cost	231,434	$ 92,299
Accrued Liabilities, Current	$ 38,465
Domestic Tax Authority [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Federal tax rate (as a percent)	21.00%
Deferred tax balance federal NOL	$ 262,276

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities measured at fair value on a recurring basis (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Liabilities measured at fair value on a recurring basis
Derivative liabilities in conjunction with convertible promissory note defaults	$ 491,846
Conversion of convertible promissory notes	(80,122)
Change in fair value of derivative liabilities	$ 120,610
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change In Fair Value Of Derivative Liabilities
Fair value, Ending balance	$ 532,334

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	Dec. 31, 2023
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Furniture and equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Total	$ 174,692	$ 899,987
Less: accumulated depreciation and amortization	(24,987)	(194,518)
Property and equipment	149,705	705,469
Building
PROPERTY AND EQUIPMENT
Total		875,000
Tooling
PROPERTY AND EQUIPMENT
Total	149,705
Furniture and equipment
PROPERTY AND EQUIPMENT
Total	$ 24,987	$ 24,987

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Net proceeds	$ 1,363,818
Gain on sale of fixed asset	1,193,676	$ 1,193,676
Depreciation and amortization expense		$ 4,557	$ 21,875
Building
PROPERTY AND EQUIPMENT
Proceeds from sale of building	$ 2,000,000

NOTES PAYABLE - Convertible promissory notes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Aug. 30, 2022	Jun. 30, 2022
Related Party Transaction [Line Items]
Principal balance	$ 1,393,601	$ 1,680,774
Debt discount balance		(375,865)
Net Notes balance	$ 1,393,601	$ 1,304,909
Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Net Notes balance			$ 193,178	$ 617,353

NOTES PAYABLE - Net Notes balance (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
NOTES PAYABLE
Principal	$ 1,393,601	$ 1,680,774
Debt discount balance		(375,865)
Net	1,393,601	1,304,909
Pre 2020
NOTES PAYABLE
Principal	50,000	50,000
Net	50,000	50,000
October 2021
NOTES PAYABLE
Principal	73,336	73,336
Net	73,336	73,336
February 2022
NOTES PAYABLE
Principal	44,882	91,953
Debt discount balance		(7,721)
Net	44,882	84,232
March 2022
NOTES PAYABLE
Principal	305,500	307,500
Debt discount balance		(29,510)
Net	305,500	277,990
July 2022
NOTES PAYABLE
Principal		85,985
Debt discount balance		(9,443)
Net		76,542
August 2022
NOTES PAYABLE
Principal	105,500	176,000
Debt discount balance		(51,405)
Net	105,500	124,595
September 2022
NOTES PAYABLE
Principal	814,383	896,000
Debt discount balance		(277,786)
Net	$ 814,383	$ 618,214

NOTES PAYABLE - Additional Information (Details)									1 Months Ended					12 Months Ended
NOTES PAYABLE - Additional Information (Details)	Jul. 06, 2023 D	May 08, 2023 shares	Aug. 30, 2022 USD ($) M	Aug. 08, 2022 USD ($)	Jul. 06, 2022 USD ($)	Mar. 25, 2022 USD ($) payment $ / shares shares	Mar. 10, 2022 USD ($)	Jan. 15, 2022 D USD ($) $ / shares	May 31, 2023 shares	Feb. 28, 2023 shares	Oct. 31, 2022 USD ($) item shares	Jun. 30, 2022 USD ($) $ / shares shares	Feb. 28, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 30, 2022 $ / shares	Jan. 20, 2022 $ / shares	Jan. 01, 2022 USD ($)
NOTES PAYABLE
Increase in convertible promissory notes														$ 1,393,601	$ 1,304,909
Principal amount due														932,600
Interest due														93,700
Debt Default, Penalty Amount														257,000
Shares issued upon conversion \| shares												26,734,801
Conversion price per share (in dollars per share) \| $ / shares												$ 0.025
Warrants exercise price \| $ / shares															$ 0.025	$ 0.025
Gain (loss) on extinguishment of debt														$ 8,381	$ (1,079,800)
Issuance of convertible promissory notes															$ 1,545,140
Warrants term														5 years
Accrued interest														$ 93,700
Settlement Agreement
NOTES PAYABLE
Shares issued upon conversion \| shares										6,000,000
Gain (loss) on extinguishment of debt											$ 100,000
Number of shares agreed to be issued \| item											6,000,000
Number of shares of common stock to be issued \| shares											4,000,000
Loss on extinguishment of debt related to shares to be issued											$ 60,000
Maximum
NOTES PAYABLE
Warrants exercise price \| $ / shares														$ 0.025
Issued price (in dollars per share) \| $ / shares															$ 0.025
Warrants term															5 years
Maximum \| Trigger warrants
NOTES PAYABLE
Warrants exercise price \| $ / shares														$ 0.025
Warrants term														5 years
Minimum
NOTES PAYABLE
Warrants exercise price \| $ / shares														$ 0.01
Issued price (in dollars per share) \| $ / shares															$ 0.015
Warrants term															3 years
Minimum \| Trigger warrants
NOTES PAYABLE
Warrants exercise price \| $ / shares														$ 0.015
Warrants term														3 years
ASU 2020-06 \| Cumulative Effect, Period of Adoption, Adjustment
NOTES PAYABLE
Increase in convertible promissory notes																		$ 379,355
Black-Scholes model and recorded warrants as reduction of note included debt discount balance [Member]
NOTES PAYABLE
Fair Value of Warrants															$ 385,422
Convertible promissory notes
NOTES PAYABLE
Principal and interest due amount			$ 19,318
Interest on payment default (as a percent)														125.00%
Debt Default, Penalty Amount														$ 152,000
Converted of principal amount														201,188
Interest and fees converted														154,973
Interest and fees amount converted														$ 154,974
Shares issued upon conversion \| shares		4,075,000							3,700,000					175,534,171	3,700,000
Conversion price per share (in dollars per share) \| $ / shares												$ 0.025		$ 0.015			$ 0.025
Accrued interest												$ 51,017
Gain (loss) on extinguishment of debt												$ 142,800		$ 638,000
Issuance of convertible promissory notes															$ 1,545,140
Conversion of convertible promissory note (In shares) \| shares						8,000,000
Proceeds from Issuance of Debt					$ 154,000
Payment of monthly installment													$ 30,000
Number of warrants issued \| shares															21,000,000
Original issue discount					$ 18,480
Shares issued in lieu of discounted shares \| shares						4,000,000
Discount rate (as a percent)								25.00%
Discount based on average closing price of number of days \| D								15
Consideration per share less than fixed price per share \| $ / shares								$ 0.50
Number of shares agreed to be issued								100,000				26,734,801
Issued price (in dollars per share) \| $ / shares						$ 0.0357
Number of monthly installments			10			6
Shares issued in lieu of discounted shares, value						$ 100,000
Monthly installment amount						$ 30,000
Additional number of shares to be issued \| shares														40,102,156
Number of shares of common stock to be issued \| shares												4,000,000
Original issue discount															$ 185,580
Loan costs															128,760
Fair value of warrants issued to third party advisors															$ 110,552
Percentage of discount on conversion of note	25.00%
Threshold trading days \| D	10
Convertible promissory notes \| Trigger warrants
NOTES PAYABLE
Conversion price per share (in dollars per share) \| $ / shares														$ 0.01
Number of warrants issued \| shares															173,000,000
Convertible promissory notes \| Other Expense
NOTES PAYABLE
Gain (loss) on extinguishment of debt															$ 205,600
Convertible promissory notes \| Maximum
NOTES PAYABLE
Conversion price per share (in dollars per share) \| $ / shares														0.01
Debt instrument term															1 year
Warrants term															5 years
Convertible promissory notes \| Maximum \| Trigger warrants
NOTES PAYABLE
Conversion price per share (in dollars per share) \| $ / shares															$ 0.025
Warrants exercise price \| $ / shares															$ 0.025
Warrants term															5 years
Convertible promissory notes \| Minimum
NOTES PAYABLE
Conversion price per share (in dollars per share) \| $ / shares														$ 0.00102
Debt instrument term															9 months
Warrants term															3 years
Convertible promissory notes \| Minimum \| Trigger warrants
NOTES PAYABLE
Conversion price per share (in dollars per share) \| $ / shares															$ 0.015
Warrants exercise price \| $ / shares															$ 0.015
Warrants term															3 years
Convertible Promissory Notes issued on March 2022
NOTES PAYABLE
Principal and interest due amount							$ 329,887
Accrued and default interest on payment (as a percent)							125.00%
Convertible Promissory Notes issued on August 2022
NOTES PAYABLE
Principal and interest due amount				$ 139,567
Accrued and default interest on payment (as a percent)				150.00%

LONG-TERM DEBT (Details) - USD ($)		1 Months Ended		12 Months Ended
LONG-TERM DEBT (Details) - USD ($)	Mar. 15, 2023	Jun. 30, 2020	Sep. 30, 2015	Dec. 31, 2023	Dec. 31, 2022
LONG-TERM DEBT
Outstanding balance of debt				$ 932,600
Net principal balance outstanding				150,000
Net proceeds				1,894,588
Interest due				93,700
Net proceeds	$ 1,363,818
Repayments on bank debt				522,401	$ 25,355
Building
LONG-TERM DEBT
Purchase price	2,000,000
Government Debt
LONG-TERM DEBT
Proceeds from issuance of long-term debt		$ 150,000
Interest rate (as a percent)		3.75%
Debt instrument deferment period		30 months
Payment of principal and interest		$ 731
Interest expenses				5,625	6,052
Bank Debt
LONG-TERM DEBT
Interest expenses				12,802	26,862
Outstanding balance of debt			$ 700,000
Net principal balance outstanding				$ 0	$ 551,525
Purchase price	2,000,000
Net proceeds	1,363,818
Repayments on bank debt	$ 524,585
Bank Debt \| First Year
LONG-TERM DEBT
Interest rate (as a percent)			1.99%
Payment of principal and interest			$ 3,547
Bank Debt \| Subsequent period
LONG-TERM DEBT
Interest rate (as a percent)			4.95%
Payment of principal and interest			$ 4,574

LONG-TERM DEBT - Future aggregate maturities of long-term debt (Details)	Dec. 31, 2023 USD ($)
LONG-TERM DEBT
2027	$ 1,440
2028	3,246
Thereafter	145,314
Total	$ 150,000

DERIVATIVE LIABILITIES - Fair value of derivative liability (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
DERIVATIVE LIABILITIES
Derivative liabilities in conjunction with convertible promissory note defaults	$ 491,846
Conversion of convertible promissory notes	(80,122)
Change in fair value of derivative liabilities	$ 120,610
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of derivative liabilities-
Fair value, Ending balance	$ 532,334

DERIVATIVE LIABILITIES - Lattice pricing (Details)	Dec. 31, 2023 $ / shares Y
Minimum \| Market value of common stock
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| $ / shares	0.0007
Minimum \| Expected volatility
DERIVATIVE LIABILITIES
Derivative liability, measurement input	99.5
Minimum \| Expected term (in years)
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| Y	0.5
Minimum \| Risk-free interest rate
DERIVATIVE LIABILITIES
Derivative liability, measurement input	4.37
Maximum \| Market value of common stock
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| $ / shares	0.005
Maximum \| Expected volatility
DERIVATIVE LIABILITIES
Derivative liability, measurement input	145.6
Maximum \| Expected term (in years)
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| Y	1.0
Maximum \| Risk-free interest rate
DERIVATIVE LIABILITIES
Derivative liability, measurement input	5.23

RELATED PARTY TRANSACTIONS (Details)				1 Months Ended						12 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jul. 15, 2023 USD ($)	Jul. 14, 2023 USD ($)	Nov. 22, 2022 USD ($) shares	Jun. 30, 2023	Feb. 28, 2023 USD ($) $ / shares shares	Jan. 31, 2023 USD ($) shares	Dec. 31, 2022 item $ / shares	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
RELATED PARTY TRANSACTIONS
Number of Members Appointed in the Board \| item							2
Number of compensation shares of common stock \| shares					2,000,000						7,500,000
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) \| $ / shares											$ 0.035
Fair market value											$ 262,500
Common stock, per share \| $ / shares							$ 0.00001			$ 0.00001	$ 0.00001
Value of compensation expenses											$ 494,900
Price at which shares are issued \| $ / shares								$ 0.02
Selling, general and administrative expenses
RELATED PARTY TRANSACTIONS
Compensation expense						$ 400,000
Value of compensation expenses					$ 315,000
Independent director agreement
RELATED PARTY TRANSACTIONS
Compensation expense											31,935
Amount of marketing fund advanced											$ 60,000
Number of shares issued for marketing fund advanced \| shares											6,000,000
Consulting agreement \| Advisor and director \| Employee and consultant stock ownership plan
RELATED PARTY TRANSACTIONS
Number of compensation shares of common stock \| shares					35,000,000
Consulting term agreement					1 year
Common stock, per share \| $ / shares					$ 0.01
Related party
RELATED PARTY TRANSACTIONS
Compensation fee per month											$ 0
Related party \| Employee
RELATED PARTY TRANSACTIONS
Compensation fee per month as board of director fee										$ 5,000
Related party \| Advisor and director
RELATED PARTY TRANSACTIONS
Compensation expense									$ 5,000
Compensation fee per month as board of director fee										5,000
CEO
RELATED PARTY TRANSACTIONS
Accrued bonus										39,500
Salary	$ 265,000	$ 365,000				$ 365,000
Annual bonus in the form of shares \| shares						25,000,000
Percentage of increase in gross revenue						10.00%
Incremental Growth Rate Over 10% of Increase in Gross revenue						10.00%
Bonus in the form of shares upon listing to a senior stock exchange or successful reverse stock split \| shares						10,000,000
Minimum cash payment in the event of change in control						$ 1,500,000
Number of common shares issued as compensation expense (in shares) \| shares								1,000,000
Cash Bonus										60,000
Cash Bonus paid										$ 20,500	133,751
Shares issued, Cash Bonuses \| shares										39,000,000,000,000
Stock compensation expense										$ 39,000
Accrued salary										$ 39,154
Percentage of discount when accrued salary converts to shares										25.00%
Royalty fee percentage				8.00%
CEO \| Series A Preferred Stock
RELATED PARTY TRANSACTIONS
Number of common shares issued as compensation expense (in shares) \| shares								500,000
Price at which shares are issued \| $ / shares								$ 0.02
Value of shares issued for compensation								$ 10,000
CEO \| Series B Preferred Stock
RELATED PARTY TRANSACTIONS
Number of shares issued \| shares						1
Director
RELATED PARTY TRANSACTIONS
Amount of marketing fund advanced										$ 8,000
Number of shares issued for marketing fund advanced \| shares										800,000
Director \| Independent director agreement
RELATED PARTY TRANSACTIONS
Number of shares issued for compensation \| shares			1,658,999
Amount of registered shares to be issued for compensation			$ 25,000
Accrued bonus			6,935
Amount of marketing fund advanced			$ 60,000								$ 8,000
Number of shares issued for marketing fund advanced \| shares											800,000

STOCKHOLDERS' DEFICIT (Details)		1 Months Ended							2 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT (Details)	May 08, 2023 shares	May 31, 2023 shares	Mar. 31, 2023 shares	Feb. 28, 2023 USD ($) $ / shares shares	Jan. 31, 2023 shares	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Apr. 30, 2022 USD ($)	Feb. 28, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 25, 2022 $ / shares	Jan. 20, 2022 $ / shares	Sep. 30, 2021 $ / shares	Nov. 01, 2019 Vote shares
Stockholder's deficit
Common stock, shares authorized					1,999,000,000					1,999,000,000	999,000,000
Granted and accrued										0	0
Number of compensation shares of common stock				2,000,000							7,500,000
Proceeds from issuance of common stock \| $				$ 12,000							$ 42,766
Common stock, par value (in dollars per share) \| $ / shares										$ 0.00001	$ 0.00001
Retroactive issuance of debt converted							26,734,801
Conversion price per share (in dollars per share) \| $ / shares							$ 0.025
Amount of note payable \| $											$ 350,000
Accrued interest \| $							$ 51,017
Price at which shares are issued \| $ / shares						$ 0.02
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) \| $ / shares											$ 0.035
Fair market value \| $											$ 262,500
Extinguishment of debt \| $								$ 259,000
Number of cashless warrants exercised											17,249,999
Shares issued upon exercise of warrants											13,264,887
Number of common shares issued upon conversion of various notes payable and unpaid accrued interest (in shares)											30,500,000
Series A Preferred Stock
Stockholder's deficit
Series A Preferred Stock, Authorized shares (in shares)										1,000,000	1,000,000				1,000,000
Common shares vote equivalents for each share \| Vote															100
Series B Preferred Stock
Stockholder's deficit
Series A Preferred Stock, Authorized shares (in shares)										1	1
Preferred Shares, par value \| $ / shares														$ 0.00001
Number of votes on fully diluted \| Vote										100,000
Maximum
Stockholder's deficit
Issued price (in dollars per share) \| $ / shares											$ 0.025
Minimum
Stockholder's deficit
Issued price (in dollars per share) \| $ / shares											$ 0.015
CEO
Stockholder's deficit
Number of common shares issued as compensation expense (in shares)						1,000,000
CEO \| Series A Preferred Stock
Stockholder's deficit
Price at which shares are issued \| $ / shares						$ 0.02
Series A Preferred Stock, Shares issued (in shares)						500,000
Number of common shares issued as compensation expense (in shares)						500,000
Value of shares issued for compensation for services \| $						$ 10,000
CEO \| Series B Preferred Stock
Stockholder's deficit
Number of shares issued					1
Director
Stockholder's deficit
Number of shares issued for marketing fund advanced										800,000
Amount of marketing fund advanced \| $										$ 8,000
Consulting agreement with third party
Stockholder's deficit
Number of shares issued											3,000,000
Shares issued to employee for services (In shares)											19,600,000
Additional number of shares to be issued											2,000,000
Extinguishment of debt \| $											$ 20,000
Consulting agreement with third party \| Maximum
Stockholder's deficit
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) \| $ / shares											$ 0.035
Consulting agreement with third party \| Minimum
Stockholder's deficit
Per share value of common shares issued in conjunction with agreements for financial and marketing consulting services (in dollars per share) \| $ / shares											$ 0.01
Consulting agreement with third party \| Selling, general and administrative expenses
Stockholder's deficit
Fair market value \| $											$ 461,900
Stock purchase agreement
Stockholder's deficit
Proceeds from issuance of common stock \| $									$ 42,766
Number of shares issued									1,500,000
Amount of note payable \| $							$ 617,353
Price at which shares are issued \| $ / shares							$ 0.025
Stock purchase agreement \| Maximum
Stockholder's deficit
Issued price (in dollars per share) \| $ / shares									$ 0.0353
Stock purchase agreement \| Minimum
Stockholder's deficit
Issued price (in dollars per share) \| $ / shares									$ 0.0259
Common Stock
Stockholder's deficit
Number of compensation shares of common stock										35,000,000	22,058,999
Shares issued as a part of convertible notes payable settlement											30,734,801
Number of shares issued											1,500,000
Convertible notes payable
Stockholder's deficit
Shares issued as a part of convertible notes payable settlement			18,000,000
Cashless exercise of warrants			24,000,000
Retroactive issuance of debt converted	4,075,000	3,700,000								175,534,171	3,700,000
Debt conversion, original debt, principal amount \| $										$ 201,188
Interest and fees amount converted \| $										$ 154,974
Conversion price per share (in dollars per share) \| $ / shares							$ 0.025			$ 0.015			$ 0.025
Issued price (in dollars per share) \| $ / shares												$ 0.0357
Additional number of shares to be issued										40,102,156
Convertible notes payable \| Maximum
Stockholder's deficit
Conversion price per share (in dollars per share) \| $ / shares										$ 0.01
Convertible notes payable \| Minimum
Stockholder's deficit
Conversion price per share (in dollars per share) \| $ / shares										$ 0.00102
Convertible notes payable \| Common Stock
Stockholder's deficit
Shares issued as a part of convertible notes payable settlement				46,102,156
Convertible promissory note
Stockholder's deficit
Shares issued as a part of convertible notes payable settlement										173,000,000
Employee and consultant stock ownership plan
Stockholder's deficit
Granted and accrued					3,000,000
Employee and consultant stock ownership plan \| Advisor and director \| Consulting agreement
Stockholder's deficit
Number of compensation shares of common stock				35,000,000
Consulting term agreement				1 year
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01

STOCK OPTIONS AND WARRANTS (Details) - USD ($)		1 Months Ended	12 Months Ended
STOCK OPTIONS AND WARRANTS (Details) - USD ($)	Apr. 15, 2024	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2017
STOCK OPTIONS AND WARRANTS
Number of shares authorized to be issued under the Plan					50,000,000
Number of stock options granted			0	0
Number of shares issued by warrants			173,000,000
Warrants exercise price		$ 0.025		$ 0.025
Fair value of warrant			$ 263,476
Warrant reset			$ 3,461
Additional shares issued			375,000
Warrants Issued		2,500,000		21,000,000
Warrants maturity term			5 years
Amount of debt which is extended		$ 500,000
Fair value of Warrants issued		65,000
Extinguishment of debt		$ 259,000
Reduction to retained earnings and an increase additional paid-in-capital (Restated)				$ 107,888
Trigger warrants
STOCK OPTIONS AND WARRANTS
Number of shares issued by warrants			173,000,000
Fair value of warrant			$ 385,422
Minimum
STOCK OPTIONS AND WARRANTS
Warrants exercise price			$ 0.01
Warrants maturity term				3 years
Minimum \| Trigger warrants
STOCK OPTIONS AND WARRANTS
Warrants exercise price			$ 0.015
Warrants maturity term			3 years
Maximum
STOCK OPTIONS AND WARRANTS
Warrants exercise price			$ 0.025
Warrants maturity term				5 years
Maximum \| Trigger warrants
STOCK OPTIONS AND WARRANTS
Warrants exercise price			$ 0.025
Warrants maturity term			5 years
Subsequent Event
STOCK OPTIONS AND WARRANTS
Number of outstanding warrants cancelled	161,000,000
Finder's Fee Agreement \| Minimum
STOCK OPTIONS AND WARRANTS
Percentage of warrants on shares sold in financings			6.00%
Finder's Fee Agreement \| Maximum
STOCK OPTIONS AND WARRANTS
Percentage of warrants on shares sold in financings			8.00%
Advisory agreement \| Minimum
STOCK OPTIONS AND WARRANTS
Number of shares issued by warrants			1,476,000
Fair value of warrant			$ 50,000
Advisory agreement \| Maximum
STOCK OPTIONS AND WARRANTS
Number of shares issued by warrants			3,117,533
Fair value of warrant			$ 60,552
Subsequent issuance of convertible promissory notes with certain terms and convertible promissory note conversions
STOCK OPTIONS AND WARRANTS
Warrants exercise price				$ 0.025
Employee Stock Option [Member]
STOCK OPTIONS AND WARRANTS
Term of the awards granted					10 years

STOCK OPTIONS AND WARRANTS - Fair value of the warrant awarded (Details)	Dec. 31, 2023 $ / shares Y shares	Dec. 31, 2022 $ / shares shares	Apr. 30, 2022 $ / shares
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.025	$ 0.025
Number Outstanding \| shares	176,838,431	27,837,533
Minimum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.01
Maximum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	0.025
Exercise price 0.00102
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	170,898
Exercise Price 0.52
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.52	$ 0.52
Number Outstanding \| shares	100,000	100,000
Exercise Price 0.025
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.025	$ 0.025
Number Outstanding \| shares	9,000,000	9,000,000
Exercise price 0.025 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.025
Number Outstanding \| shares	450,000
Exercise price 0.00102 One
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	3,336,843
Exercise price 0.00102 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	2,780,690
Exercise price 0.00102 Three
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	500,000
Exercise price 0.00102 Four
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	12,500,000
Exercise price 0.00102 Five
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	148,000,000
Exercise price 0.01
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		170,000
Exercise price 0.01 One
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		450,000
Exercise price 0.01 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		3,336,843
Exercise price 0.01 Three
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		12,000,000
Exercise price 0.01 Four
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		2,780,690
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Fair Value of Common Share \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0008
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Fair Value of Common Share \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.009
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Exercise Price \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.00102
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Exercise Price \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.025
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Risk Free Rate \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0392
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Risk Free Rate \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0494
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Expected Life (Yrs)
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	5.0
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Volatility \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.300
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Volatility \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.453
Warrant using monte carlo pricing model \| Fair Value of Common Share \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0233
Warrant using monte carlo pricing model \| Fair Value of Common Share \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0380
Warrant using monte carlo pricing model \| Exercise Price
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.025
Warrant using monte carlo pricing model \| Risk Free Rate \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0135
Warrant using monte carlo pricing model \| Risk Free Rate \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0357
Warrant using monte carlo pricing model \| Expected Life (Yrs) \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	3.0
Warrant using monte carlo pricing model \| Expected Life (Yrs) \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	5.0
Warrant using monte carlo pricing model \| Volatility \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.541
Warrant using monte carlo pricing model \| Volatility \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.623
Warrants using a Black Scholes pricing model \| Fair Value of Common Share \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.028
Warrants using a Black Scholes pricing model \| Fair Value of Common Share \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0345
Warrants using a Black Scholes pricing model \| Exercise Price \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.025
Warrants using a Black Scholes pricing model \| Exercise Price \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0232
Warrants using a Black Scholes pricing model \| Risk Free Rate \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0098
Warrants using a Black Scholes pricing model \| Risk Free Rate \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0359
Warrants using a Black Scholes pricing model \| Expected Life (Yrs) \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	3.0
Warrants using a Black Scholes pricing model \| Expected Life (Yrs) \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	5.0
Warrants using a Black Scholes pricing model \| Option volatility \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.424
Warrants using a Black Scholes pricing model \| Option volatility \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.621

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 06, 2022
COMMITMENTS AND CONTINGENCIES
Commitment for product development		$ 300,000
Amount for product development paid		$ 150,000
Lease rental payments	$ 5,280
Renewal term (in years)	3 years
Borrowing rate (in percent)		12.40%
Rent expense		$ 21,648
Principal amount		932,600
Accrued interest		$ 93,700
Effective borrowing rate		125.00%
Total default penalties		$ 257,000
Principal amount due		932,600
Interest due		$ 93,700
Expected milestone term (in months)		12 months
Convertible promissory notes
COMMITMENTS AND CONTINGENCIES
Accrued interest		$ 139,567
Total default penalties		$ 152,000
Principal interest rate during the period		125.00%
Accrued interest rate during period		150.00%
Principal amount due		$ 329,887
Convertible promissory notes
COMMITMENTS AND CONTINGENCIES
Principal amount			$ 1,859,480	$ 172,480
Interest on payment default (as a percent)		125.00%

COMMITMENTS AND CONTINGENCIES - Maturities of our operating lease liabilities (Details)	Dec. 31, 2023 USD ($)
Maturities of operating lease liabilities
2024	$ 65,271
2025	67,230
2026	51,548
Total lease payments	184,049
Less imputed interest	(29,104)
Total	$ 154,945
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Commitments and Contingencies.

SUBSEQUENT EVENTS (Details)						1 Months Ended			12 Months Ended
SUBSEQUENT EVENTS (Details)	Apr. 15, 2024 USD ($) $ / shares	Jul. 06, 2023 D	Aug. 30, 2022 USD ($)	Jul. 06, 2022 USD ($)	Jan. 15, 2022 USD ($)	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) D $ / shares	Jun. 30, 2022 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Jan. 20, 2022 $ / shares
SUBSEQUENT EVENTS
Principal amount due									$ 932,600
Accrued interest									$ 93,700
Capped interest rate									125.00%
Principal amount of convertible notes converted									$ 300,034	$ 1,103,370
Principal amount									932,600
Payment of principal and interest									93,700
Outstanding balance									$ 1,393,601	1,304,909
Amount of note payable										350,000
Price per share of debt converted \| $ / shares								$ 0.025
Convertible promissory notes
SUBSEQUENT EVENTS
Principal amount				$ 172,480						$ 1,859,480
Original issue discount				18,480
Proceeds from Issuance of Debt				$ 154,000
Interest rate (as a percent)			12.00%							12.00%
Outstanding balance			$ 193,178					$ 617,353
Payment of principal and interest			$ 19,318
Threshold trading days \| D		10
Percentage of discount on conversion of note		25.00%
Number of shares agreed to be issued					100,000			26,734,801
Price per share of debt converted \| $ / shares								$ 0.025	$ 0.015		$ 0.025
Convertible promissory notes \| Minimum
SUBSEQUENT EVENTS
Price per share of debt converted \| $ / shares									0.00102
Convertible promissory notes \| Maximum
SUBSEQUENT EVENTS
Price per share of debt converted \| $ / shares									$ 0.01
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Principal amount due	$ 1,238,101
Accrued interest	$ 165,734
Maturity date	Sep. 25, 2025
Capped interest rate	12.00%
Payment of principal per units \| $ / shares	$ 600
Principal amount of convertible notes converted	$ 30,000
Price per share of debt converted \| $ / shares							$ 0.00102
SUBSEQUENT EVENTS \| Minimum
SUBSEQUENT EVENTS
Debt Instrument, Interest Rate During Period	115.00%
SUBSEQUENT EVENTS \| Maximum
SUBSEQUENT EVENTS
Debt Instrument, Interest Rate During Period	125.00%
SUBSEQUENT EVENTS \| Convertible promissory notes
SUBSEQUENT EVENTS
Principal amount							$ 149,500
Original issue discount							19,500
Proceeds from Issuance of Debt							$ 130,000
Interest rate (as a percent)							12.00%
Outstanding balance							$ 167,440
Payment of principal and interest							$ 18,604
Threshold trading days \| D							10
Percentage of discount on conversion of note							35.00%
Amount of note payable						$ 44,883	$ 44,883
Number of shares agreed to be issued						44,002,186	44,002,186
Price per share of debt converted \| $ / shares							$ 0.00102

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,641,246)	$ (3,468,500)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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EMED ElectroMedical Technologies Inc (PK)