UEEC 10-Q

United Health Products, Inc. (UEEC)

10-Q 2023-11-13 For: 2023-09-30

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Added on April 07, 2026

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	3

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited)	4

	Condensed Statement of Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited)	5

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and September 30, 2022 (unaudited)	7

	Notes to Condensed Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits and Reports on Form 8-K	28

SIGNATURES		30

	September 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	74,039		$	13,377
Inventory		33,598			34,730
Prepaid and other current assets		30,436			22,932
Total current assets		138,073			71,039

Deferred offering costs		78,512			243,039
Operating lease right-of-use asset		82,813			-
Security deposit		2,850			-
Patents, net		33,412			36,450

TOTAL ASSETS	$	335,660		$	350,528

Current Liabilities
Accounts payable and accrued expenses	$	1,115,192		$	1,255,232
Accrued liabilities - related parties		169,027			172,579
Accrued litigation settlement		50,000			300,000
Operating lease liability - current		27,790			-
Promissory note payable		-			9,136
Loans payable – related parties		-			4,000
Convertible notes payable, net of debt discount		204,746			196,177
Convertible notes payable – related party, net of debt discount		496,264			478,331
Total current liabilities		2,063,019			2,415,455

Operating lease liability – long-term		55,369			-
TOTAL LIABILITIES		2,118,388			2,415,455

Commitments and Contingencies		-			-

Stockholders’ Deficit
Series A Convertible Preferred Stock - $0.001 par value, 1,000,000 shares Authorized and 0 shares issued and outstanding		-			-
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 242,153,222 and 230,871,034 shares issued and outstanding at September 30, 2023 and December 31, 2022		242,153			230,871
Subscription Receivable		-			(50,550	)
Additional Paid-In Capital		74,202,411			71,830,695
Accumulated Deficit		(76,227,292	)		(74,075,943	)
Total Stockholders’ Deficit		(1,782,728	)		(2,064,927	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	335,660		$	350,528

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022

Revenues	$	-		$	37,500		$	-		$	37,500

Cost of goods sold		-			18,644			-			18,644

Gross Profit		-			18,856			-			18,856

Operating Costs and Expenses
Selling, general and administrative expenses		328,690			343,056			1,534,332			1,852,388
Research and development		121,761			214,978			445,550			414,944
Total Operating Expenses		450,451			558,034			1,979,882			2,267,332

Loss from Operations		(450,451	)		(539,178	)		(1,979,882	)		(2,248,476	)

Other Income (Expenses)
Interest expense		(15,779	)		(6,673	)		(32,435	)		(6,958	)
Interest expense – related party		(19,502	)		(22,563	)		(58,500	)		(42,906	)
Loss on settlement of debt		-			(14,000	)		(80,532	)		(127,375	)
Other income		-			1,402,981			-			1,402,981

Total Other Income (Expenses)		(35,281	)		1,359,745			(171,467	)		1,225,742

Net Income (Loss)	$	(485,732	)	$	820,567		$	(2,151,349	)	$	(1,022,734	)

Net Income (Loss) per common share:
Basic	$	(0.00	)	$	0.00		$	(0.01	)	$	(0.00	)
Diluted	$	(0.00	)	$	0.00		$	(0.01	)	$	(0.00	)

Weighted average number of shares outstanding:
Basic		241,485,939			230,438,815			237,713,870			229,653,007
Diluted		241,485,939			279,654,911			237,713,870			229,653,007

							Additional
	Common Stock						Paid-in			Subscription		Accumulated
	Shares			Amount			Capital			Receivable		Deficit			Total

Balance at December 31, 2021		228,667,229		$	228,667		$	71,017,881		$	-	$	(72,388,442	)	$	(1,141,894	)

Issuance of common stock for services		20,000			20			10,180			-		-			10,200

Sale of common stock		184,028			184			77,108			-		-			77,292

Common stock issued to settle accounts payable and accrued liabilities		6,252			6			3,995			-		-			4,001

Net Loss		-			-						-		(964,264	)		(964,264	)

Balance at March 31, 2022		228,877,509			228,877			71,109,164			-		(73,352,706	)		(2,014,665	)

Issuance of common stock for services		200,000			200			95,800			-		-			96,000

Issuance of common stock for services – related party		425,000			425			203,575			-		-			204,000

Common stock issued to settle accounts payable and accrued liabilities		200,000			200			95,800			-		-			96,000

Common stock issued to settle accounts payable and accrued liabilities – related party		425,000			425			203,575			-		-			204,000

Cancellation of common stock		(250,000	)		(250	)		250			-		-			-

Net Loss		-			-			-			-		(879,037	)		(879,037	)

Balance at June 30, 2022		229,877,509			229,877			71,708,164			-		(74,231,743	)		(2,293,702	)

Issuance of common stock for services		100,000			100			32,900			-		-			33,000

Issuance of common stock for services – related party		425,000			425			139,825			-		-			140,250

Common stock issued to settle accounts payable and accrued liabilities		466,667			467			153,533			-		-			154,000

Common stock repurchased and cancelled		(2,228,115	)		(2,228	)		(856,553	)		-		-			(858,781	)

Sale of common stock		75,000			75			9,781			-		-			9,856

Common stock issued for commitment fee		757,576			757			249,243			-		-			250,000

Net income		-			-			-			-		820,567			820,567

Balance at September 30, 2022		229,473,637		$	229,473		$	71,436,893		$	-	$	(73,411,176	)	$	(1,744,810	)

	For the Nine Months Ended September 30,
	2023			2022

Cash Flows from Operating Activities:
Net (Loss)	$	(2,151,349	)	$	(1,022,734	)
Adjustments to Reconcile Net (Loss) to Net Cash Used In Operating Activities:
Stock for services and compensation		-			483,450
Amortization of debt discount		26,502			8,304
Amortization expense		3,038			3,037
Amortization of right-of-use asset		346			-
Stock received as other income		-			(808,781	)
Stock issued for litigation settlement		462,500			-
Loss on settlement of debt		80,532			127,375
Changes in assets and liabilities:
Inventory		1,132			(37,750	)
Prepaid and other current assets		(7,504	)		(25,000	)
Accounts payable and accrued expenses		(14,040	)		441,240
Accrued liabilities – related party		224,698			149,575
Accrued litigation settlement		(250,000	)		280,000
Net Cash Used In Operating Activities		(1,624,145	)		(401,284	)

Cash Flows from Investing Activities:
Purchase of intangible assets		-			(40,500	)
Security deposit		(2,850	)		-
Net Cash Used in Investing Activities		(2,850	)		(40,500	)

Cash Flows from Financing Activities:
Proceeds from loan payable - related party		-			383,275
Repayments on loan payable - related party		(4,000	)		(226,275	)
Repayments on loan payable		(19,136	)		(63,465	)
Repurchase of common stock		-			(50,000	)
Payment of offering costs		(12,000	)		-
Proceeds from sale of common stock		1,722,793			87,148
Proceeds from convertible notes payable – related party		-			93,000
Proceeds from convertible notes payable		-			293,000
Cash flow provided by financing activities		1,687,657			516,683
Increase in Cash and Cash Equivalents		60,662			74,899
Cash and Cash Equivalents – Beginning of period		13,377			21,799

CASH AND CASH EQUIVALENTS – END OF PERIOD	$	74,039		$	96,698

Supplemental cash flow information:
Cash paid for interest	$	15		$	12,861
Cash paid for income taxes	$	-		$	-

Non-cash Investing & Financing Activities:
Cancellation of common stock	$	-		$	250
Amortization of deferred offering costs	$	164,527		$	-
Initial recognition of operating lease right-of-use asset and operating lease liability	$	92,425		$	-
Common stock issued to settle accrued liabilities – related party	$	218,250		$	204,000
Accounts payable and accrued expenses paid with promissory note payable	$	10,000		$	-
Common stock issued to settle accounts payable and accrued liabilities	$	126,000		$	254,001
Accrued litigation settlement paid with loan payable	$	-		$	100,000
Common stock issued for commitment fee	$	-		$	250,000
Loans payable – related party converted to convertible notes payable – related party	$	-		$	372,000
Debt discount related to original issue discount	$	-		$	42,000

	Net Income (Loss)		Shares		Per Share
	(Numerator)		(Denominator)		Amount
Basic EPS	$	820,567		230,438,815	$	0.00
Effect of dilutive securities:
Convertible notes payable (interest expense)		15,290		2,301,096		(0.00	)
Restricted stock units		-		46,915,000		-
Diluted EPS	$	835,857		279,654,911	$	0.00

Year	Amount
2023 (remaining)	$	1,012
2024		4,050
2025		4,050
2026		4,050
2027		4,050
Thereafter		16,200
	$	33,412

	·	259,028 shares of common stock were sold to non-affiliated investors in a private placement for total cash proceeds of $87,148.
	·	672,919 shares of commons stock with a fair value of $254,001 were issued to various consultants to settle $203,126 of accrued liabilities resulting in a loss on settlement of debt of $50,875.
	·	300,000 shares of common stock with a fair value of $129,000 were issued to consultants for services.
	·	425,000 shares of common stock were issued to settle $127,500 of accrued liabilities – related party resulting in a loss of settlement of debt of $76,500.
	·	850,000 shares of common stock with a fair value of $344,250 were issued to officers and a former officer of the Company for services.
	·	250,000 shares of common stock were cancelled reducing common stock by $250 and increasing additional paid-in capital by the same.
	·	757,756 shares of common stock with a fair value of $250,000 were issued as a commitment shares.
	·	20,000 shares of common stock with a fair value of $10,200 were issued for legal services.

	·	1,204,688 shares of common stock with a fair value of $271,031 were issued to officers and management of the Company to settle $218,250 of accrued liabilities (see Note 3) resulting in a loss on settlement of debt of $52,781.
	·	712,500 shares of common stock with a fair value of $153,751 were issued to consultants to settle $126,000 of accrued liabilities resulting in a loss on debt settlement of $27,751.
	·	7,515,000 shares of common stock were sold for $1,710,793, net of legal and administrative fees of $12,000 and which included a payment of $50,550 for a subscription receivable, under the Company’s common stock purchase agreement with White Lion.
	·	1,850,000 shares of common stock with a fair value of $462,500 were issued to settle litigation (see Note 8).

			Weighted
			Average
			Grant
	Number of		Date Fair
	Units		Value
Total awards outstanding at December 31, 2022		47,665,000	$	0.54
Units granted		-	$	-
Units Exercised/Released		-	$	-
Units Cancelled/Forfeited		-	$	-
Total awards outstanding at September 30, 2023		47,665,000	$	0.54

	·	$50,000 upon the entry of the judgment;
	·	$100,000 within 90 days of the entry of the judgment;
	·	$150,000 within 180 days of the entry of the judgment; and
	·	$150,000 within 270 days of the entry of the judgment, plus statutory interest on payments made after 30 days of the entry of the judgment pursuant to U.S.C. Section 1961

	Nine Months Ended September 30, 2023
Lease Cost
Operating lease cost (included in general and administrative in the Company’s statement of operations)	$	11,746

Other Information
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2023	$	11,400
Weighted average remaining lease term – operating leases (in years)	2.67 years
Average discount rate – operating lease		10	%

	At September 30, 2023		At December 31, 2022
Operating leases
Remaining right-of-use assets	$	82,813	$	-

Short-term operating lease liabilities	$	27,790	$	-
Long-term operating lease liabilities	$	55,369	$	-
Total operating lease liabilities	$	83,159	$	-

Year Ending	Operating Leases
2023 (Remaining)	$	8,550
2024		34,998
2025		36,394
2026		14,664
Total lease payments		94,606
Less: Imputed interest/present value discount		(11,447	)
Present value of lease liabilities	$	83,159

	·	Hospitals and Surgery Centers for all Internal Surgical usage (in the event we obtain FDA Class III approval)
	·	Hospitals, Clinics and Physicians for external trauma
	·	EMS, Fire Departments and other First Responders
	·	Military Medical Care Providers
	·	Hemodialysis centers
	·	Nursing Homes and Assisted Living Facilities
	·	Dental and Oral & Maxillofacial Surgery Offices
	·	Veterinary hospitals

	·	Boo Boo Strips
	·	HemoStyp
	·	The Ultimate Bandage
	·	Hemostrips
	·	CelluSTAT
	·	Nik Fix

	For the Three Months Ended September 30,
	2023			2022

Revenue	$	-		$	37,500

Gross profit	$	-		$	18,856

Operating (expenses)	$	(450,451	)	$	(558,034	)

Operating (loss)	$	(450,451	)	$	(539,178	)

Other income (expense)	$	(35,281	)	$	1,359,745

Net income(loss)	$	(485,732	)	$	820,567

Net loss per common share - basic and diluted	$	(0.00	)	$	0.00

Date of Sale	Title of Security	Number Sold	Consideration Received	Purchaser/Recipient
January 2023	Common Stock	937,500	$187,500 of accrued liabilities	Officers and consultants
January 2023	Common Stock	1,135,000	$249,399 in cash	White Lion (1)
February 2023	Common Stock	1,000,000	$202,733 in cash	White Lion (1)
March 2023	Common Stock	400,000	$73,173 in cash	White Lion (1)
March 2023	Common Stock	400,000	$71,717 in cash	White Lion (1)
March 2023	Common Stock	1,850,000	$462,500 to settle litigation	Philip Forman
April 2023	Common Stock	979,688	$156,750 of accrued liabilities	Officers and consultants
April 2023	Common Stock	450,000	$86,524 in cash	White Lion (1)
May 2023	Common Stock	800,000	$139,797 in cash	White Lion (1)
June 2023	Common Stock	1,200,000	$277,686 in cash	White Lion (1)
June 2023	Common Stock	1,100,000	$311,820 in cash	White Lion (1)
August 2023	Common Stock	500,000	$123,035 in cash	White Lion (1)
September 2023	Common Stock	530,000	$124,358 in cash	White Lion (1)

3.1		Articles of Incorporation of the Company dated February 28, 1997 (1)

3.2		Amendment to Articles of Incorporation (1)

3.3		By-laws of the Company (2)

3.4		August 2015 Amendment to Articles of Incorporation (3)

10.1		Services Agreement with Brian Thom (4)

10.2		Restricted Stock Unit Agreement - Brian Thom (4)

10.3		Services Agreement with Kristofer Heaton (5)

10.4		Restricted Stock Unit Agreement - Kristofer Heaton (5)

10.5		Amendment to Restricted Stock Unit Agreement – Brian Thom (6)

10.6		Restricted Stock Unit Agreement – Robert Denser (6)

10.7		Stock Purchase Agreement dated September 1, 2022 between the Company and White Lion Capital LLC (7)

10.8		Amendment to Stock Purchase Agreement dated January 25, 2023 (8)

31.1		Certification of Principal Executive Officer*

31.2		Certification of Principal Financial Officer*

32.1		Section 1350 Certificate by Principal Executive Officer*

32.2		Section 1350 Certificate by Principal Financial Officer*

99.1		2019 Employee Benefit and Consulting Services Compensation Plan (9)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

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101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

(1)	Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2014.

(2)	Incorporated by reference to the Company’s Form 10-Q for the quarter ended June 30, 2022.

(3)	Incorporated by reference to Form 8-K dated August 7, 2015 – date of earliest event filed on August 10, 2015.

(4)	Incorporated by reference to the Form 8-K dated December 2, 2020

(5)	Incorporated by reference to the Form 8-K dated January 11, 2021

(6)	Incorporated by reference to the Form 8-K dated June 23, 2022

(7)	Incorporated by reference to the Form 8-K dated September 1, 2022

(8)	Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2022

(9)	Incorporated by reference to Form S-8 dated November 1, 2019

	UNITED HEALTH PRODUCTS, INC.

Dated: November 13, 2023	By:	/s/ Brian Thom
		Brian Thom
		Principal Executive Officer

Signatures		Title	Date

By:	/s/ Brian Thom		November 13, 2023
	Brian Thom	Chief Executive Officer, Principal Executive Officer and Director

By:	/s/ Kristofer Heaton	Principal Financial Officer	November 13, 2023
	Kristofer Heaton

By:	/s/ Robert Denser	Director	November 13, 2023
	Robert Denser