United Health Products, Inc 10-Q for FY2023 Q2

United Health Products, Inc. (UEEC)

10-Q 2023-08-09 For: 2023-06-30

Added on April 07, 2026

About this 10-Q

United Health Products, Inc filed this 10-Q on August 9, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $522.91K; compared with a net loss of $879.04K a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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 June 30, 2023 (unaudited) and December 31, 2022	3

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

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

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and June 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	17

Item 3.	Quantitative and Qualitative Disclosures	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits and Reports on Form 8-K	27

SIGNATURES		29

	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	133,601		$	13,377
Inventory		33,598			34,730
Prepaid and other current assets		7,563			22,932
Total current assets		174,762			71,039

Deferred offering costs		132,281			243,039
Operating lease right-of-use asset		89,575			-
Security deposit		2,850			-
Patents, net		34,425			36,450

TOTAL ASSETS	$	433,893		$	350,528

Current Liabilities
Accounts payable and accrued expenses	$	1,116,562		$	1,255,232
Accrued liabilities - related parties		174,040			172,579
Accrued litigation settlement		150,000			300,000
Operating lease liability - current		22,208			-
Promissory note payable		10,000			9,136
Loans payable – related parties		4,000			4,000
Convertible notes payable, net of debt discount		201,935			196,177
Convertible notes payable – related party, net of debt discount		490,221			478,331
Total current liabilities		2,168,966			2,415,455

Operating lease liability – long-term		67,367			-
TOTAL LIABILITIES		2,236,333			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, 241,123,222 and 230,871,034 shares issued and outstanding at June 30, 2023 and December 31, 2022		241,123			230,871
Subscription Receivable		(311,820	)		(50,550	)
Additional Paid-In Capital		74,009,817			71,830,695
Accumulated Deficit		(75,741,560	)		(74,075,943	)
Total Stockholders’ Deficit		(1,802,440	)		(2,064,927	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	433,893		$	350,528

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022

Revenues	$	-		$	-		$	-		$	-
Operating Costs and Expenses
Selling, general and administrative expenses		370,343			607,186			1,205,642			1,509,332
Research and development		105,113			147,611			323,789			199,966
Total Operating Expenses		475,456			754,797			1,529,431			1,709,298

Loss from Operations		(475,456	)		(754,797	)		(1,529,431	)		(1,709,298	)

Other Income (Expenses)
Interest expense		(8,329	)		(205	)		(16,656	)		(285	)
Interest expense – related party		(19,532	)		(11,535	)		(38,998	)		(20,343	)
Loss on settlement of debt		(19,594	)		(112,500	)		(80,532	)		(113,375	)
Total other income (expenses)		(47,455	)		(124,240	)		(136,186	)		(134,003	)

Net Loss	$	(522,911	)	$	(879,037	)	$	(1,665,617	)	$	(1,843,301	)

Net Loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average number of shares outstanding		238,269,719			229,737,399			235,376,226			229,257,932

							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		20,000			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	)

	For the Six Months Ended June 30,
	2023			2022

Cash Flows from Operating Activities:
Net (Loss)	$	(1,665,617	)	$	(1,843,301	)
Adjustments to Reconcile net (loss) to Net Cash Used In Operating Activities:
Stock for services and compensation		-			310,200
Amortization expense		2,025			2,025
Amortization of debt discount		17,648			-
Loss on settlement of debt		80,532			113,375
Stock issued for litigation settlement		462,500			-
Changes in assets and liabilities:
Inventory		1,132			-
Prepaid and other current assets		15,369			(9,206	)
Accounts payable and accrued expenses		(12,670	)		500,774
Accrued liabilities – related party		229,711			146,944
Accrued litigation settlement		(150,000	)		380,000
Net Cash Used In Operating Activities		(1,019,370	)		(399,189	)

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 related party		-			383,275
Repayments on loan payable		(9,136	)		(36,261	)
Proceeds from sale of common stock		1,151,580			77,292
Cash flow provided by financing activities		1,142,444			424,306
Increase (decrease) in Cash and Cash Equivalents		120,224			(15,383	)
Cash and Cash Equivalents – Beginning of period		13,377			21,799

CASH AND CASH EQUIVALENTS – END OF PERIOD	$	133,601		$	6,416

Supplemental cash flow information:
Cash paid for interest	$	15		$	285
Cash paid for income taxes	$	-		$	-

Non-cash Investing & Financing Activities:
Cancellation of common stock	$	-		$	250
Common stock issued for subscription receivable	$	311,820		$	-
Amortization of deferred offering costs	$	110,758		$	-
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		$	127,500
Accounts payable and accrued expenses paid with promissory note payable	$	10,000		$	-
Common stock issued to settle accrued liabilities	$	126,000		$	63,126
Accrued litigation settlement paid with loan payable	$	-		$	100,000

Year	Amount
2023 (remaining)	$	2,025
2024		4,050
2025		4,050
2026		4,050
2027		4,050
Thereafter		16,200
	$	34,425

	·	184,028 shares of common stock were sold to non-affiliated investors in a private placement for total cash proceeds of $77,292.
	·	206,252 shares of commons stock with a fair value of $100,001 were issued to various consultants to settle $63,126 of accrued liabilities resulting in a loss on settlement of debt of $36,875.
	·	200,000 shares of common stock with a fair value of $96,000 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.
	·	425,000 shares of common stock with a fair value of $204,000 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.
	·	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.
	·	5,385,000 shares of common stock were sold for $1,151,580, net of legal and administrative fees of $6,600 and which included a payment of $50,550 for a subscription receivable, under the Company’s common stock purchase agreement with White Lion. White Lion also purchased 1,100,000 shares for proceeds of $311,820 which were received in July 2023 and is shown as a subscription receivable in the balance sheet as of June 30, 2023.
	·	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 June 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

	Six Months Ended June 30, 2023
Lease Cost
Operating lease cost (included in general and administrative in the Company’s statement of operations)	$	2,850

Other Information
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2023	$	2,850
Weighted average remaining lease term – operating leases (in years)	2.92 years
Average discount rate – operating lease		10	%

	At June 30, 2023		At December 31, 2022
Operating leases
Remaining right-of-use assets	$	89,575	$	-

Short-term operating lease liabilities	$	22,208	$	-
Long-term operating lease liabilities	$	67,367	$	-
Total operating lease liabilities	$	89,575	$	-

Year Ending	Operating Leases
2023 (Remaining)	$	17,100
2024		34,998
2025		36,394
2026		15,410
Total lease payments		103,902
Less: Imputed interest/present value discount		(14,327	)
Present value of lease liabilities	$	89,575

	·	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
	·	The Ultimate Bandage
	·	Hemostrips
	·	CelluSTAT
	·	Nik Fix

	For the Three Months Ended June 30,
	2023			2022

Revenue	$	-		$	-

Gross profit	$	-		$	-

Operating (expenses)	$	(475,456	)	$	(754,797	)

Operating (loss)	$	(475,456	)	$	(754,797	)

Other income (expense)	$	(47,455	)	$	(124,240	)

Net (loss)	$	(522,911	)	$	(879,037	)

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 stock subscription receivable	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 Louis Schiliro (4)

10.2		Restricted Stock Unit Agreement – Louis Schiliro (5)

10.3		Restricted Stock Unit Agreement – Doug Beplate (5)

10.4		Services Agreement with Brian Thom (6)

10.5		Restricted Stock Unit Agreement - Brian Thom (6)

10.6		Services Agreement with Kristofer Heaton (7)

10.7		Restricted Stock Unit Agreement - Kristofer Heaton (7)

10.8		Amendment to Restricted Stock Unit Agreement – Brian Thom (8)

10.9		Restricted Stock Unit Agreement – Robert Denser (8)

10.10		Stock Purchase Agreement dated September 1, 2022 between the Company and White Lion Capital LLC (9)

10.11		Amendment to Stock Purchase Agreement dated January 25, 2023 (10)

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 (11)

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.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

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 Company’s Form 10-Q for the quarter ended June 30, 2018.

(5)	Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2018.

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

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

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

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

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

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

	UNITED HEALTH PRODUCTS, INC.

Dated: August 9, 2023	By:	/s/ Brian Thom
		Brian Thom
		Principal Executive Officer

Signatures		Title	Date

By:	/s/ Brian Thom		August 9, 2023
	Brian Thom	Chief Executive Officer, Principal Executive Officer and Director

By:	/s/ Kristofer Heaton	Principal Financial Officer	August 9, 2023
	Kristofer Heaton

By:	/s/ Robert Denser	Director	August 9, 2023
	Robert Denser

I, Brian Thom certifies that:

1.	I have reviewed this quarterly report on Form 10-Q of United Health Products, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023	By:	/s/ Brian Thom
		Brian Thom
		Principal Executive Officer

I, Kristofer Heaton certifies that:

1.	I have reviewed this quarterly report on Form 10-Q of United Health Products, Inc.;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, to which this Certification is attached as Exhibit 32.1 (the “Quarterly 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 Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.