General Overview

We are an innovative bioscience company that has developed an effective germ fighter, DiOx+, a disinfectant sterilizer that kills 99.99% of harmful pathogens without dangerous toxic exposure to the user or the environment. Our DiOx+ is an activated chlorine dioxide (Cl02) broad spectrum disinfectant that kills dangerous pathogens with no residual toxicity. It protects the environment and human health from viruses, bacteria and harmful by-products left by other cleaning sanitizers, without a harsh smell or skin irritation. Our proprietary chemical formulas and processes make DiOx+ ideal for sterilizing mission critical, high value medical equipment and disinfecting air and surfaces in laboratory and hospital environments. DiOx+ helps protect agricultural crops from disease and other pathogens like mold and fungus. It is used in water treatment plants, and helps reduce operational costs in warehousing, distribution centers, and ecommerce support facilities.

Results of Operations for the Three Months Ended March 31, 2022, and 2021





                            For the Three Months
                               ended March 31,
                             2022            2021         Change ($)       Change (%)

Revenue                  $     25,451     $   20,236            5,215             25.8 %
Cost of revenue                 8,285         12,115           (3,830 )          (31.6 )%
Gross profit                   17,166          8,121            9,045            111.4 %

Operating expenses            606,533        372,649          233,884             62.8 %

Loss from operations         (589,367 )     (364,528 )       (224,839 )          (61.6 )%

Other income (expense)     (3,978,168 )      968,474       (4,946,642 )         (510.8 )%

Net loss                 $ (4,567,535 )   $  603,946     $ (5,171,481 )           (856 )%


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Revenue

Revenue increased by $5,215 or 25.8% from the previous year to $25,451 during the three months ended March 31, 2022, compared to $20,236 during the previous period. The increase was due to the recovery from the negative impact of the COVID-19 outbreak in March 2020.





Cost of Revenue

The Company's cost of sales was $8,285 for the three months ended March 31, 2022, a decrease of $3,830 or approximately 31.6%, compared to $12,115 for the three months ended March 31, 2021. The decrease in cost of revenue is due to improved productivity and reduced costs.





Operating Expenses

Operating expenses for the three months ended March 31, 2022, and 2021, were $606,533 and $372,649, respectively. The increase was primarily attributable to an increase in share-based compensation expense by approximately $175,000 resulting from the fair value of shares of common stock issued pursuant to consulting agreements and general and administrative expenses by approximately $28,000 associated with the preparation of reports relating to being a public company and accounting fees.





Other Expense

Other expense for the three months ended March 31, 2022, was $3,978,168, compared to other income of $968,474 for the three months ended March 31, 2022.

Other expense for the three months ended March 31, 2022, consisted of $2,479,279 of expense resulting from the change in fair value of derivatives, $368,294 of interest expense, and $1,130,595 of loss on Series A Preferred Stock conversion to common stock.

Other income for the three months ended March 31, 2021, consisted of $1,904,288 of income resulting from the change in fair value of derivatives, $225,881 of interest expense, and $709,933 of loss on Series A Preferred Stock conversion to common stock.





Net Loss

Net loss for the three months ended March 31, 2022, was $4,567,535, compared to a net income of $603,946 for the three months ended March 31, 2021. The increase in our net loss resulted from the changes outlined above.

Liquidity and Capital Resources





Our working capital deficiency as of March 31, 2022, and December 31, 2021, was
as follows:



                            March 31,       December 31,
                              2022              2021
Current Assets            $      73,921     $     127,104
Current Liabilities       $  73,080,066     $  71,626,880
Working Capital Deficit   $ (73,006,145 )   $ (71,499,776 )


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The overall working capital deficit increased from $71,499,776 at December 31, 2021, to $73,006,145 at March 31, 2022. The current liabilities primarily consist of loans payable, convertible notes payable, derivative liability from the bifurcated conversion feature embedded in the hybrid debt instruments, related party liabilities, and liability-classified Series A Preferred Stock. The increase in working capital deficit is mainly attributable to an increase in the fair value of the derivative liability and the conversion of Series A Preferred Stock to common stock during the three months ended March 31, 2022.

The following is selected information from the statements of cash flow for the three months ended March 31, 2022, and 2021:





                                                March 31,      March 31,
                                                   2022           2021
Cash used in Operating Activities               $ (151,165 )   $ (214,820 )
Cash used in Investing Activities               $  (14,914 )   $        -
Cash provided by Financing Activities           $  145,394     $  239,378

Net (decrease) Increase in Cash During Period $ (20,685 ) $ 24,558






Going Concern

Since January 1, 2022, and through March 31, 2022, the Company has raised approximately $0.1 million in debt transactions. These funds have been used to fund on-going corporate operations. Our accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. Our cash on hand at March 31, 2022 was approximately $2,700. The Company has incurred substantial losses since inception. Its current liabilities exceed its current assets and available cash is not sufficient to fund expected future operations. The Company is contemplating raising additional capital through debt and equity in order to continue the funding of its operations, which may have the effect of diluting the holdings of existing shareholders. However, there is no assurance that the Company can raise sufficient funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan.

The Company requires additional capital to fully execute its marketing program and fund its current operations and development. Presently we are relying on raising additional funding to meet operational shortfalls. There can be no assurance that continued funding will be available on satisfactory terms. We intend to raise additional capital through the sale of equity, loans, or other short-term financing options.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.





Seasonality

Management does not believe that our current business segment is seasonal to any material extent.





Critical Accounting Polices

There have been no material changes to our critical accounting policies, as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 14, 2022.



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Contingencies

For a discussion of contingencies, see Note 10, Commitments and Contingencies, to the Notes to the Consolidated Financial Statements in "Part I, Item 1. Consolidated Financial Statements (Unaudited)" of the Quarterly Report.

Off-balance Sheet Arrangements

During the period ended March 31, 2022, we have not engaged in any off-balance sheet arrangements.

Recent Accounting Pronouncements

For a listing of our new and recently adopted accounting standards, See Note 2, Summary of Significant Accounting Policies, to the note to the consolidated financial statements in "Part I, Item 1. Consolidated Financial Statements (Unaudited)" of this Quarterly Report.

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