UEEC United Health Products Inc (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2025

 

☐	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: 000-27781

 

UNITED HEALTH PRODUCTS, INC.

(Exact name of Company as specified in its charter)

 

Nevada		84-1517723
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

520 Fellowship Road, Suite #D-406 Mt. Laurel, NJ		08054
(Address of Company’s principal executive offices)		(Zip Code)

 

(475) 755-1005

(Company’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12 (b) of the Act: None

 

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 checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit such file). Yes ☒ No ☐

 

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

 

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

 

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 number of shares issued and outstanding of the Registrant’s Common Stock, as of May 2, 2025 was 257,133,222.

 

 

UNITED HEALTH PRODUCTS, INC.

 

FORM 10-Q QUARTERLY REPORT

 

TABLE OF CONTENTS

 

			PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		3
	Condensed Statements of Operations for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)		4
	Condensed Statement of Stockholders’ Deficiency for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)		5
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)		6
	Notes to Condensed Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures		23
Item 4.	Controls and Procedures		23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Mine Safety Disclosures		24
Item 5.	Other Information		24
Item 6.	Exhibits		25
SIGNATURES			27

  

2

Table of Contents

 

UNITED HEALTH PRODUCTS, INC.

Condensed Balance Sheets

 

		March 31,				December 31,
		2025				2024
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	4,914			$	168,883
Prepaid and other current assets			30,168				22,800
Total current assets			35,082				191,683
Operating lease right-of-use asset			39,273				47,096
Security deposit			2,850				2,850
Patents, net			27,337				28,350
TOTAL ASSETS		$	104,542			$	269,979
Current Liabilities
Accounts payable and accrued expenses		$	869,869			$	830,672
Accrued liabilities - related parties			210,380				168,649
Accrued compensation			691,488				608,500
Operating lease liability - current			34,531				33,331
Total current liabilities			1,806,268				1,641,152
Convertible notes payable, net of debt discount			647,500				557,500
Convertible notes payable – related party, net of debt discount			500,000				500,000
Operating lease liability – long-term			6,139				15,158
TOTAL LIABILITIES			2,959,907				2,713,810
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, 257,133,222 and 252,408,222 shares issued and outstanding at March 31, 2025 and December 31, 2024			257,133				252,408
Additional Paid-In Capital			77,120,104				76,004,704
Accumulated Deficit			(80,232,602	)			(78,700,943	)
Total Stockholders' Deficit			(2,855,365	)			(2,443,831	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	104,542			$	269,979

 

See notes to unaudited condensed financial statements.

 

3

Table of Contents

  

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended March 31,
		2025				2024
Revenues		$	-			$	-
Operating Costs and Expenses
Selling, general and administrative expenses			1,372,965				309,543
Research and development			116,251				115,551
Total Operating Expenses			1,489,216				425,094
Income/(Loss) from Operations			(1,489,216	)			(425,094	)
Other Income (Expense)
Interest expense			(20,712	)			(7,613	)
Interest expense – related party			(21,731	)			(19,231	)
Total Other Income (Expense)			(42,443	)			(26,844	)
Net Income/(Loss)		$	(1,531,659	)		$	(451,938	)
Net Loss per Common Share:
Basic and diluted		$	(0.01	)		$	(0.00	)
Weighted average number of shares outstanding			254,577,389				245,750,804

 

See notes to unaudited condensed financial statements.

 

4

Table of Contents

  

UNITED HEALTH PRODUCTS, INC

Condensed Statement of Stockholders’ Deficiency

Three Months Ended March 31, 2025 and March 31, 2024

(Unaudited)

 

										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2023			244,783,222			$	244,783			$	74,740,201			$	(76,699,210	)		$	(1,714,226	)
Sale of common stock			2,050,000				2,050				389,175				-				391,225
Amortization of deferred offering costs			-				-				(21,051	)			-				(21,051	)
Net Loss			-				-				-				(451,938	)			(451,938	)
Balance at March 31, 2024			246,833,222			$	246,833			$	75,108,325			$	(77,151,148	)		$	(1,795,990	)

 

										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2024			252,408,222			$	252,408			$	76,004,704			$	(78,700,943	)		$	(2,443,831	)
Vesting of restricted stock units			4,725,000				4,725				1,115,400				-				1,120,125
Net Loss			-				-				-				(1,531,659	)			(1,531,659	)
Balance at March 31, 2025			257,133,222			$	257,133			$	77,120,104			$	(80,232,602	)		$	(2,855,365	)

 

See notes to unaudited condensed financial statements.

 

5

Table of Contents

 

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended March 31,
		2025				2024
Cash Flows from Operating Activities:
Net (Loss)		$	(1,531,659	)		$	(451,938	)
Adjustments to Reconcile Net (Loss) to Net Cash Used In Operating Activities:
Stock for services and compensation			1,120,125				-
Amortization expense			1,013				1,012
Amortization of right-of-use asset			4				346
Changes in assets and liabilities:
Prepaid and other current assets			(7,368	)			7,632
Accounts payable and accrued expenses			39,197				(12,296	)
Accrued liabilities – related party			21,731				49,481
Accrued compensation			82,988				-
Net Cash Used In Operating Activities			(273,969	)			(405,763	)
Cash Flows from Investing Activities:
Net Cash Used in Investing Activities			-				-
Cash Flows from Financing Activities:
Proceeds from convertible notes payable			90,000				-
Advances from related party			20,000				-
Payment of offering costs			-				(4,200	)
Proceeds from sale of common stock			-				395,425
Net Cash Provided by Financing Activities			110,000				391,225
Increase (Decrease) in Cash and Cash Equivalents			(163,969	)			(14,538	)
Cash and Cash Equivalents – Beginning of period			168,883				95,420
CASH AND CASH EQUIVALENTS – END OF PERIOD		$	4,914			$	80,882
Supplemental cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-cash Investing & Financing Activities:
Amortization of deferred offering costs		$	-			$	21,051

 

See notes to unaudited condensed financial statements.

 

6

Table of Contents

 

UNITED HEALTH PRODUCTS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

 

Note 1. Organization and Basis of Preparation

 

United Health Products, Inc. (the “Company”) develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, CelluSTAT® (formerly branded as HemoStyp), is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our hemostatic gauze product line into the U.S. Class III human surgical markets.

 

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025.

 

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

 

Note 2. Significant Accounting Policies

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

 

7

Table of Contents

  

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets, as well as in the healthcare industry, and any other parameters used in determining these estimates, could cause actual results to differ.

 

Fair Value Measurements

 

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025 and December 31, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

 Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its CelluSTAT product by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company receives orders for its CelluSTAT products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts are currently offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.

 

Trade Accounts Receivable and Concentration Risk

 

We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credit issued.

 

There were no provisions for doubtful accounts recorded at March 31, 2025 and December 31, 2024. The Company recorded $0 in bad debt expense for the three month periods ended March 31, 2025 and 2024.

 

8

Table of Contents

  

Stock Based Compensation

 

The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value.

 

Per Share Information

 

Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred net losses for the three months ended March 31, 2025 and the three months ended March 31, 2024 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.

 

The total potential common shares as of March 31, 2025 included 41,440,000 of restricted stock units, 9,496,287 shares for convertible notes payable – related parties, 11,781,062 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of March 31, 2024 included 47,665,000 of restricted stock units, 3,842,491 shares for convertible notes payable – related parties and 1,521,145 shares for convertible notes payable.

 

9

Table of Contents

  

Patents

 

Patents are stated on the balance sheet at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications were capitalized when the Company believed that there was a high likelihood that the patent would be issued and there would be future economic benefit associated with the patent. These costs were amortized from the date of the patent application on a straight-line basis over the estimated useful life of 10 years. All costs associated with any abandoned patent applications are expensed.

 

Accumulated amortization as of March 31, 2025 and December 31, 2024 was $13,163 and $12,150, respectively. Amortization expense for the three months ended March 31, 2025 and 2024 was $1,013 and $1,012, respectively.

 

Future Amortization Expense

 

Year		Amount
2025 (remaining)		$	3,037
2026			4,050
2027			4,050
2028			4,050
2029			4,050
Thereafter			8,100
		$	27,337

 

Impairment of Long-lived Assets

 

The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

 

When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the three months ended March 31, 2025 and 2024, the Company determined no impairment was required.

 

10

Table of Contents

 

Deferred Offering Costs

 

Deferred offering costs represent specific incremental costs directly attributable to the offering of securities. The deferred offering costs are recorded as an offset to additional paid-in capital and charged against the proceeds received.

 

Advertising and Marketing Costs

 

Advertising and marketing expenses are expensed as incurred. The Company incurred $27,208 and $31,008 in advertising and marketing costs during the three months ended March 31, 2025 and 2024, respectively. 

 

Shipping and Handling Costs

 

                The Company includes shipping and handling cost as part of cost of goods sold.

 

Research and Development

 

The Company charges research and development costs to expense when incurred. The Company incurred $116,251 and $115,551 in research and development expenses during the three months ended March 31, 2025 and 2024, respectively.

 

Segment Reporting

 

United Health Products, Inc. operates as a single operating segment, focusing on the development and commercialization of medical devices, particularly its patented hemostatic gauze, CelluSTAT™.

 

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.  The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement.  The measure of segment assets is reported on the balance sheet as total assets.

 

As the Company did not generate revenues in the current period, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company's Statement of Operations, the CODM regularly works with the Principal Financial Officer to develop budgeted and forecasted expense information which is used to determine the Company's liquidity needs and cash allocation.

 

Leases

 

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

 

The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

  

New and Recently Adopted Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024.  The Company adopted the ASU for the fiscal year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

 

The Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting standards that had or will have a material impact on its financial statements.

 

11

Table of Contents

  

Note 3. Related Party Transactions

 

Convertible notes payable - related parties

 

As of March 31, 2025 and December 31, 2024, convertible notes payable – related parties (net of debt discount) totaled $500,000 and $500,000, respectively.

 

During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable. The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of 10%, an original issue discount (“OID”) of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $156,862 and $139,334 as of March 31, 2025 and December 31, 2024, respectively.

 

During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note. The note had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $33,518 and $29,315 as of March 31, 2025 and December 31, 2024, respectively.

 

On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2024 and increased the interest rate from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2026.

 

Interest expense – related party on the above convertible notes payable was $21,731 and $19,231 during the three months ended March 31, 2025 and 2024, respectively. Accrued interest – related party due to these convertible notes was $190,380 and $168,649, as of March 31, 2025 and December 31, 2024, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

 

The following represents the future aggregate maturities as of March 31, 2025 of the Company’s Convertible Notes Payable – Related Parties:

 

		Amount
2025 (remaining)		$	-
2026			500,000
Total		$	500,000

 

Accrued liabilities – related parties

 

During the three months ended March 31, 2025, the Company’s Chief Executive Officer advanced the Company $20,000 to pay for operating expenses resulting in an advance balance of $20,000 as of March 31, 2025 and has been recorded in accrued liabilities – related parties on the balance sheet.   The advance is unsecured, non-interest bearing and is due on-demand.

 

12

Table of Contents

  

Note 4. Convertible Notes

 

During the year ended December 31, 2022, the Company issued a $100,000 convertible note and a $107,500 convertible note and received total proceeds of $192,975.  The notes had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. The notes are convertible into common stock of the Company at $0.35 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $14,525 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively.

 

On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity dates to December 31, 2024 and increased the interest rates from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments to the aforementioned convertible notes, which extended the maturity dates to December 31, 2026.

 

During the year ended December 31, 2024, the Company issued a $350,000 convertible note and received total proceeds of $200,000.  The remaining $150,000 was rolled from a promissory note with this third-party lender (see Note 5). The note has an interest rate of 13% and a maturity date of December 31, 2026. The note is convertible into common stock of the Company at $0.05 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.05 per share, the conversion price shall be reduced to equal such lower issue price per share.

 

During the three months ended March 31, 2025, the Company issued $90,000 of convertible notes.  The notes have an interest rate of 13% and a maturity of December 31, 2026.  The notes are convertible into common stock of the Company at $0.12 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.12 per share, the conversion price shall be reduced to equal such lower issue price per share.

 

Interest expense on the above convertible notes payable was $20,712 and $7,613 during the three months ended March 31, 2025 and 2024, respectively. Accrued interest as of March 31, 2025 and December 31, 2024 was $79,783 and $59,071, respectively, and has been recorded in accounts payable and accrued expenses on the balance sheet.

 

The following represents the future aggregate maturities as of March 31, 2025 of the Company’s Convertible Notes Payable:

 

		Amount
2025 (remaining)		$	-
2026			647,500
Total		$	647,500

 

Note 5. Notes Payable

 

On August 5, 2024, the Company entered into a $150,000 promissory note with a third-party lender, which was non-interest bearing and had a maturity date of 60 days. On October 28, 2024, the Company entered into an amendment to this promissory note, which extended the maturity date to 120 days. On December 16, 2024, the Company rolled the $150,000 promissory note into a convertible note agreement with this third-party lender (see Note 4). As of December 31, 2024, there was $0 principal balance on the promissory note.

 

13

Table of Contents

 

Note 6. Issuances of Securities

 

Share issuances 2024

 

During the three months ended March 31, 2024, the Company had the following common stock transactions:

 

·

2,050,000 shares of common stock were sold for $391,225, net of legal and administrative fees of $4,200, under the Company’s common stock purchase agreement with White Lion.

 

Share issuances 2025

 

During the three months ended March 31, 2025, the Company did not have any common stock transactions other than those described under the restricted stock units section below.

 

White Lion Common Stock Purchase Agreement (CSPA)

 

On June 20, 2024, the Company and White Lion amended the CSPA (the “Second Amendment”) to provide that the purchase price to be paid by White Lion for shares of the Company’s common stock pursuant to the CSPA equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. The Second Amendment further provides that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the floor price condition, the purchase price to be paid by White Lion for such shares shall equal 90% multiplied by the lower of the (i) three lowest volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) most recent closing price of the Company’s common stock prior to White Lion’s receipt of a share price purchase notice.

 

On June 26, 2024, the Company filed a registration statement on Form S-1 to register for resale an additional 15,000,000 common shares related to CSPA. The Company's S-1 registration statement was declared effective by the SEC on July 29, 2024.   

 

 Restricted stock units

 

As of March 31, 2025 and December 31, 2024, the Company has 41,440,000 and 47,665,000 restricted stock units (RSU) outstanding, respectively. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones. 

 

During the three months ended March 31, 2025, the Company terminated the services of one of its consultants who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the consultant vested immediately upon termination of services. This resulted in 975,000 RSU’s vesting and $692,250 of stock-based compensation being recorded which was the fair value of the shares on the original grant date of the RSU agreement.

 

During the three months ended March 31, 2025, the Board of Directors approved an amendment to a consultant’s RSU agreement.  The amendment resulted in 3,750,000 of RSU’s vesting during the current period and the remaining 2,750,000 vesting upon achievement of certain Company objectives and milestones. Per ASC 718-20-35, the change in vesting conditions resulted in a modification of the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $427,875 of stock-based compensation expense which was the fair value of the shares on the date of the modification.

 

Management is unable to predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units will occur and as of March 31, 2025, there was $19,945,155 of unrecognized compensation cost related to unvested restricted stock unit awards.

 

14

Table of Contents

  

Activity related to our restricted stock units during the three months ended March 31, 2025 was as follows:

 

						Weighted
						Average
						Grant
		Number of				Date Fair
		Units				Value
Total awards outstanding at December 31, 2024			46,165,000			$	0.55
Units granted			-			$	-
Units Exercised/Released			(4,725,000	)		$	0.24
Units Cancelled/Forfeited			-			$	-
Total awards outstanding at March 31, 2025			41,440,000			$	0.48

 

Warrants

 

During the year ended December 31, 2024, the Company issued 412,500 warrants related to the sale of 825,000 units.  The Company valued the common stock and warrants issued in the sale of the units using the relative fair value method.  The warrants have a value of $5,990 and was recorded in additional paid-in capital.

 

Activity related to our warrants during the three months ended March 31, 2025 was as follows:

 

		Number of Warrants				Weighted Average Exercise Price
Total warrants outstanding at December 31, 2024			412,500			$	0.14
Granted			-			$	-
Exercised			-			$	-
Cancelled/Forfeited			-			$	-
Total warrants outstanding at March 31, 2025			412,500			$	0.14

 

The fair value of each warrant on the date of grant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the year ended December 31, 2024:

 

		Year Ended
		December 31,
		2024
Exercise price		$	0.14
Expected term		1 year
Expected average volatility			90.88	%
Expected dividend yield			-
Risk-free interest rate			4.17	%

 

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2025:

 

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number Warrants

Remaining Contractual

Weighted Average

Number

Weighted Average

life (in years)

Exercise Price

of Shares

Exercise Price

412,500

1.75

$

0.14

412,500

$

0.14

 

Note 7. Leases

 

In May 2023, the Company entered into 36-month operating lease, which provides for approximately 1,800 square feet of office space, that commenced on June 1, 2023 and ends on May 31, 2026. The lease required a $2,850 security deposit and monthly lease payments are $2,850 the first year of the lease, $2,964 the second year and $3,082 the third year. The Company or landlord may terminate the lease at the expiration date by giving to the other party written notice at least ninety (90) days prior to the expiration date. The lease may be renewed for a term of one (1) year.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. On the commencement date of the lease, the Company recorded $92,425 related to the ROU asset and lease liability.

 

15

Table of Contents

  

The components of lease expense and supplemental cash flow information related to the lease for the period are as follows:

 

		Three Months Ended March 31,  2025				Three Months Ended March 31,  2024
Lease Cost
Operating lease cost (included in general and administrative in the Company’s statement of operations)		$	8,554			$	8,896
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2025 and 2024		$	5,700			$	8,550
Weighted average remaining lease term – operating leases (in years)		1.17 years				2.17 years
Average discount rate – operating lease			10	%			10	%

 

The supplemental balance sheet information related to leases for the period is as follows:

 

		At March 31,  2025				At December 31,  2024
Operating leases
Remaining right-of-use assets		$	39,273			$	47,096
Short-term operating lease liabilities		$	34,531			$	33,331
Long-term operating lease liabilities		$	6,139			$	15,158
Total operating lease liabilities		$	40,670			$	48,489

 

Maturities of the Company’s undiscounted lease liabilities are as follows:

 

Year Ending		Operating Leases
2025 (remaining)			27,502
2026			15,410
Total lease payments			42,912
Less: Imputed interest/present value discount			(2,242	)
Present value of lease liabilities		$	40,670

 

Note 8. Subsequent Events

 

The Company has evaluated events from March 31, 2025, through the date whereupon the financial statements were issued and has determined that there are no material events that need to be disclosed.

  

16

Table of Contents

  

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

 

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under ‘Risk Factors’ in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with SEC on March 28, 2025.

 

Company Overview

 

UHP develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, CelluSTAT®, is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our hemostatic gauze product line into the U.S. Class III human surgical markets.

 

Developments

 

We are continuing on our path to seek FDA Premarket Approval (PMA) for our CelluSTAT Hemostatic Gauze products to implement our business strategy.  

 

In March 2024, we submitted a full application for Premarket Approval to the FDA. The FDA responded in June 2024 with a “Deficiencies Letter” listing approximately 40 specific comments and requests for additional information covering the device description, sterility & shelf life, clinical & performance testing, and biocompatibility sections of the PMA application. In August 2024, we submitted a Submission Issue Request (SIR) to the FDA outlining our plan to address and respond to the FDA’s comments. Then, in August 2024, at the FDA’s request, the Company followed-up with a condensed list of questions relating to the prior SIR submission.

 

In October 2024, the Company and FDA conducted a virtual meeting to discuss the SIR and the follow-up questions. During the discussion, the Company noted the results of its 2019 clinical trial involving 232 patients (of whom 118 were treated with its hemostatic gauze) that showed statistically superior performance in time to hemostasis using CelluSTAT over Ethicon’s Surgicel Original, the standard of care. The study results also showed no evidence of heterogeneity of results across procedure categories, surgeons, or clinical sites, indicating both poolability and generalizability of study results. The Company also noted that none of the adverse events that occurred during the study were attributable to its hemostatic gauze product.

 

Notwithstanding the safety record from the original clinical study, the FDA requested more data to confirm the safety and effectiveness of CelluSTAT in surgical procedures in the intestinal and thoracic organ space, where organ movement can impact the post operative stability of a hemostat and where observation of post operative rebleeding is more difficult. To address this concern, we have proposed to enroll 27 human subjects in a multi-site study as an extension of the original pivotal study, with patients undergoing open surgical procedures within the organ space. The supplemental study process will consist of submitting an Investigational Device Exemption (IDE) for FDA approval, identifying and contracting suitable surgical sites, enrolling patents, and data collection and analysis.

 

The FDA's 180-day PMA application review period is on pause while we work to address the FDA’s requests and will resume once we submit all our responses.

 

From September 23 through October 4, 2024, the FDA conducted a Bioresearch Monitoring Program (BIMO) Inspection of our records and procedures relating to our clinical study, following which the FDA delivered its Inspectional Observations on Form 483. On October 25, 2024, we submitted our response to the FDA’s observations, which the FDA will consider in developing its final report on the BIMO Inspection.

 

There can be no assurance that our PMA application will be approved.

 

 Our CelluSTAT Gauze Products

 

CelluSTAT Hemostatic Gauze (formerly branded as HemoStyp) is a natural substance created from chemically treated cellulose derived from cotton. It is an effective hemostatic agent registered with the FDA for superficial use under a 510(k) approval obtained in 2012 to help control bleeding from open wounds and body cavities. The CelluSTAT hemostatic material contains no chemical additives, thrombin, collagen or animal-derived products, and is hypoallergenic. When the product comes in contact with blood it expands slightly and quickly converts to a translucent gel that subsequently breaks down into cellulose and salts. Because of its benign impact on body tissue and the fact that it degrades to non-toxic end products, CelluSTAT does not impede the healing of body tissue as compared to certain competing hemostatic products.

 

CelluSTAT hemostatic gauze is a flexible, silk-like material that is applied by placing the gauze onto the bleeding tissue. The supple material can be easily folded and manipulated as needed to fit the size of the wound or incision. In surface bleeding and surgical situations, the product quickly converts to a translucent gel that allows the physician or surgeon to monitor the coagulation process. The gel maintains a neutral pH level, which avoids damaging the surrounding tissue. In superficial bleeding situations, CelluSTAT can be bonded to an adhesive plastic bandage or integrated into a traditional gauze component to address a broad range of needs, including traumatic bleeding injuries and prolonged bleeding following hemodialysis.

 

17

Table of Contents

  

Potential Target Markets

 

Our CelluSTAT material is currently cut to several sizes and configuration and marketed as CelluSTAT Gauze. While we have paused our commercial activities to focus on our Class III PMA application, our potential customer base includes, without limitation, the following:

 

	·	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

 

Primary Strategy

 

Our CelluSTAT technology received an FDA 510(k) approval in 2012 for use in external or superficial bleeding situations and we believe there is an opportunity for CelluSTAT products to address unmet needs in several medical applications that represent attractive commercial opportunities. However, the Class III human surgical markets, both domestic and international, represent the most attractive market for our products due to the smaller number of competitors offering Class III approved hemostatic agents and the resulting premium pricing for products that can meet the demanding requirements of the human surgical environment. We believe that our extensive laboratory testing and our completed human trial indicate that the CelluSTAT technology could successfully compete against established Class III market participants, and could gain a significant market share. As described above, we are in the process of seeking FDA pre-market approval for our CelluSTAT product. There can be no assurance that an FDA PMA will be granted.

 

In anticipation of receiving a Class III PMA (which cannot be assured), we are evaluating paths to rapidly develop and grow our revenue and profits in all target market segments, with the objective of maximizing shareholder value. We do not intend to pursue the full commercialization of our products independently nor to remain an independent company in the long term. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution and (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction.

 

18

Table of Contents

 

The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company’s products and business strategy. We continue to evaluate the potential commercial partnerships in anticipation of an FDA decision on our Class III PMA application. No assurances can be given that the Company will identify any commercialization candidate(s) or enter into a transaction.

 

Manufacturing and Packaging of our Products

 

The Company’s products will be manufactured to our specifications through a contract manufacturing arrangement with an FDA certified supplier that maintains stringent quality control protocols to assure the uniformity and quality of all of our gauze products. Information on the manufacturing process and our manufacturer’s facility has been submitted as part of our PMA submission. Our gauze products are cut to size, packaged and sterilized by service providers in the United States.

 

Patents and Trademarks

 

Our hemostatic gauze technology is protected through patents granted by the U.S. Patent and Trademark Office, which protection currently runs through 2029.

 

The Company has registered trademarks and trademark applications for the following product formats:

 

	·	BooBoo Strips
	·	HEMOSTYP
	·	The Ultimate Bandage
	·	HemoStrip
	·	CelluSTAT
	·	Nik Fix

 

19

Table of Contents

  

Results of Operations for the three months ending March 31, 2025 and 2024

 

The following table sets forth a summary of certain key financial information for the three months ended March 31, 2025 and 2024:

 

		For the Three Months Ended March 31,
		2025				2024
Revenue		$	-			$	-
Gross profit		$	-			$	-
Operating (expenses)		$	(1,489,216	)		$	(425,094	)
Operating (loss)		$	(1,489,216	)		$	(425,094	)
Other income (expense)		$	(42,443	)		$	(26,844	)
Net income (loss)		$	(1,531,659	)		$	(451,938	)
Net loss per common share - basic and diluted		$	(0.01	)		$	(0.00	)

 

Three Months ended March 31, 2025 versus Three Months ended March 31, 2024

 

During the three months ended March 31, 2025 and 2024, the Company had $0 of revenues, respectively. The Company did not generate any revenues in the current quarter due to the continued focus of the Company’s capital and resources towards obtaining a Class III PMA.

 

Operating Expenses

 

Total operating expenses for the three months ended March 31, 2025 and 2024 were $1,489,216 and $425,094, respectively.

 

The increase in operating expenses was primarily due to an increase of $1,120,125 in stock-based compensation offset by a decrease of approximately $57,350 in legal and professional expenses.  The increase in stock-based compensation is due to the vesting of 4,725,000 RSUs and recording $1,120,125 as stock-based compensation.  The decrease in legal and professional expenses is due to the Company terminating services with consultants.

 

Other income (expense)

 

Other income (expense) for the three months ended March 31, 2025 and 2024 was $(42,443) and $(26,844), respectively. The increase in other expense was due to an increase in interest expenses due to having larger outstanding loan balances.

 

Our net loss for the three months ended March 31, 2025 was $1,531,659 as compared to net loss of $451,938 for the comparable period of the prior year. The increase in the net loss is due to the Company having an increase in operating expenses of $1,064,122 and an increase in other expense of $15,599, as explained above.

 

20

Table of Contents

 

Financial Condition, Liquidity and Capital Resources

 

As of March 31, 2025, the Company had a negative working capital of $1,771,186. The Company has not yet attained a level of operations which will allow it to meet its current overhead expense obligations. The report of our independent registered public accounting firm on our 2024 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The Company has been focusing its capital and resources towards seeking a Class III PMA for its CelluSTAT technology, and has funded its initial operations with private placements, and unsecured loans from related parties. There can be no assurance that adequate financing will continue to be available to the Company and, if available, on terms that are favorable to the Company. Our ability to continue as a going concern is also dependent on many events outside of our direct control, including, among other things, our ability to achieve our business goals and objectives, as well as improvement in the economic climate.

 

The Company entered into a common stock purchase agreement (“CSPA”) with White Lion, which gives the Company the right, but not the obligation, to require White Lion to purchase up to $10,000,000 of the Company’s common stock, subject to certain limitations and conditions set forth in the CSPA. As of the date of this filing, the Company has received approximately $3.2 million in proceeds from White Lion to pay for its operations and finalization of its Class III PMA application. The sale of additional equity or convertible debt securities would be dilutive to our shareholders. In addition, economic conditions and actions by policymaking bodies are contributing to rising interest rates and significant capital market volatility, which, along with increases in our borrowing levels, could increase our future borrowing costs.

 

Cash Flows

 

The Company’s cash on hand at March 31, 2025 and December 31, 2024 was $4,914 and $168,883, respectively.

 

The following table summarizes selected items from our statements of cash flows for the three months ended March 31, 2025 and 2024:

 

		For the Three Months Ended March 31,
		2025				2024
Net cash used in operating activities		$	(273,969	)		$	(405,763	)
Net cash used in investing activities			-				-
Net cash provided by financing activities			110,000				391,225
Net increase (decrease) in cash and cash equivalents		$	(163,969	)		$	(14,538	)

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2025 was $273,969. The Company had a net loss of $1,531,659 offset by stock for services and compensation of $1,120,125, amortization expense of $1,013, amortization of right-of-use asset of $4, an increase in accounts payable and accrued expenses of $39,197, an increase in accrued liabilities - related party of $21,731 and an increase in accrued compensation of $82,988. The Company also had an increase prepaid and other current assets of $7,368.

 

Net cash used in operating activities for the three months ended March 31, 2024 was $405,763. The Company had a net loss of $451,938 offset by amortization expense of $1,012, amortization of right-of-use asset of $346, a decrease in prepaid and other current assets of $7,632 and an increase in accrued liabilities - related party of $49,481. The Company also had a decrease in accounts payable and accrued expenses of $12,296.

 

21

Table of Contents

  

Net Cash Used in Investing Activities

 

The Company did not have any investing activities during the three months ended March 31, 2025 and March 31, 2024.

 

 Net Cash Provided by Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2025 was $110,000. This was due to the result of the Company receiving proceeds of $90,000 from convertible notes and a $20,000 advance from a related party. 

 

Net cash provided by financing activities for the three months ended March 31, 2024 was $391,225. This was due to the result of the Company receiving proceeds of $395,425 from the sale of stock offset by making payments of offering costs of $4,200.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2025, we have no off-balance sheet arrangements.

 

Critical Accounting Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have the critical accounting estimates identified below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 – Significant Accounting Policies of our 2024 Annual Report on Form 10-K and Note 2 – Significant Accounting Policies in the accompanying financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value. Stock-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

 

22

Table of Contents

  

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company is in the process of implementing disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure.

 

As of March 31, 2025, the Chief Executive Officer and the Principal Financial Officer carried out an assessment of the effectiveness of the design and operation of our disclosure controls and procedures and concluded that the Company’s disclosure controls and procedures were not effective.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended March 31, 2025, there were no changes in our system of internal controls over financial reporting.

 

23

Table of Contents

  

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Management does not believe there have been any material changes to the risk factors listed in Part I, “Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. These risk factors should be carefully considered with the information provided elsewhere in this report, which could materially adversely affect our business, financial condition or results of operations.

    

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

During the quarter ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

 

24

Table of Contents

  

Item 6. Exhibits

 

The following exhibits are filed with this report, or incorporated by reference as noted:

 

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)
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*

 

25

Table of Contents

  

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).

___________

* Filed herewith.

 

(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.

 

26

Table of Contents

  

SIGNATURES

 

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

 

	UNITED HEALTH PRODUCTS, INC.
Dated: May 5, 2025	By:	/s/ Brian Thom
		Brian Thom
		Principal Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Signatures			Title		Date
By:	/s/ Brian Thom				May 5, 2025
	Brian Thom		Chief Executive Officer, Principal Executive Officer and Director
By:	/s/ Kristofer Heaton		Principal Financial Officer		May 5, 2025
	Kristofer Heaton
By:	/s/ Robert Denser		Director		May 5, 2025
	Robert Denser

 

27

 

nullnullnullnullv3.25.1

Cover - shares	3 Months Ended
	Mar. 31, 2025	May 02, 2025
Cover [Abstract]
Entity Registrant Name	UNITED HEALTH PRODUCTS, INC.
Entity Central Index Key	0001096938
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2025
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		257,133,222
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-27781
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	84-1517723
Entity Address Address Line 1	520 Fellowship Road
Entity Address Address Line 2	Suite #D-406
Entity Address City Or Town	Mt. Laurel
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	08054
City Area Code	475
Local Phone Number	755-1005
Entity Interactive Data Current	Yes

v3.25.1

Condensed Balance Sheets - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Current Assets
Cash and cash equivalents	$ 4,914	$ 168,883
Prepaid and other current assets	30,168	22,800
Total current assets	35,082	191,683
Operating lease right-of-use asset	39,273	47,096
Security deposit	2,850	2,850
Patents, net	27,337	28,350
TOTAL ASSETS	104,542	269,979
Current Liabilities
Accounts payable and accrued expenses	869,869	830,672
Accrued liabilities - related parties	210,380	168,649
Accrued compensation	691,488	608,500
Operating lease liability - current	34,531	33,331
Total current liabilities	1,806,268	1,641,152
Convertible notes payable, net of debt discount	647,500	557,500
Convertible notes payable - related party, net of debt discount	500,000	500,000
Operating lease liability - long-term	6,139	15,158
TOTAL LIABILITIES	2,959,907	2,713,810
Commitments and Contingencies	0	0
Stockholders' Deficit
Series A Convertible Preferred Stock - $0.001 par value, 1,000,000 shares Authorized and 0 shares issued and outstanding	0	0
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 257,133,222 and 252,408,222 shares issued and outstanding at March 31, 2025 and December 31, 2024	257,133	252,408
Additional Paid-In Capital	77,120,104	76,004,704
Accumulated Deficit	(80,232,602)	(78,700,943)
Total Stockholders' Deficit	(2,855,365)	(2,443,831)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 104,542	$ 269,979

v3.25.1

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	257,133,222	252,408,222
Common stock, shares outstanding	257,133,222	252,408,222
Series A Convertible Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

v3.25.1

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Condensed Statements of Operations (Unaudited)
Revenues	$ 0	$ 0
Operating Costs and Expenses
Selling, general and administrative expenses	1,372,965	309,543
Research and development	116,251	115,551
Total Operating Expenses	1,489,216	425,094
Income/(Loss) from Operations	(1,489,216)	(425,094)
Other Income (Expense)
Interest expense	(20,712)	(7,613)
Interest expense - related party	(21,731)	(19,231)
Total Other Income (Expense)	(42,443)	(26,844)
Net Income/(Loss)	$ (1,531,659)	$ (451,938)
Net Loss per Common Share:
Basic and diluted	$ (0.01)	$ (0.00)
Weighted average number of shares outstanding	254,577,389	245,750,804

v3.25.1

Condensed Statement Of Stockholders Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2023		244,783,222
Balance, amount at Dec. 31, 2023	$ (1,714,226)	$ 244,783	$ 74,740,201	$ (76,699,210)
Sale of common stock, shares		2,050,000
Sale of common stock, amount	391,225	$ 2,050	389,175	0
Amortization of deferred offering costs	(21,051)	0	(21,051)	0
Net Loss	(451,938)	$ 0	0	(451,938)
Balance, shares at Mar. 31, 2024		246,833,222
Balance, amount at Mar. 31, 2024	(1,795,990)	$ 246,833	75,108,325	(77,151,148)
Balance, shares at Dec. 31, 2024		252,408,222
Balance, amount at Dec. 31, 2024	(2,443,831)	$ 252,408	76,004,704	(78,700,943)
Net Loss	(1,531,659)	$ 0	0	(1,531,659)
Vesting of restricted stock units, shares		4,725,000
Vesting of restricted stock units, amount	1,120,125	$ 4,725	1,115,400	0
Balance, shares at Mar. 31, 2025		257,133,222
Balance, amount at Mar. 31, 2025	$ (2,855,365)	$ 257,133	$ 77,120,104	$ (80,232,602)

v3.25.1

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash Flows from Operating Activities:
Net (Loss)	$ (1,531,659)	$ (451,938)
Adjustments to Reconcile Net (Loss) to Net Cash Used In Operating Activities:
Stock for services and compensation	1,120,125	0
Amortization expense	1,013	1,012
Amortization of right-of-use asset	4	346
Changes in assets and liabilities:
Prepaid and other current assets	(7,368)	7,632
Accounts payable and accrued expenses	39,197	(12,296)
Accrued liabilities - related party	21,731	49,481
Accrued compensation	82,988	0
Net Cash Used In Operating Activities	(273,969)	(405,763)
Cash Flows from Investing Activities:
Net Cash Used in Investing Activities	0	0
Cash Flows from Financing Activities:
Proceeds from convertible notes payable	90,000	0
Advances from related party	20,000	0
Payment of offering costs	0	(4,200)
Proceeds from sale of common stock	0	395,425
Net Cash Provided by Financing Activities	110,000	391,225
Increase (Decrease) in Cash and Cash Equivalents	(163,969)	(14,538)
Cash and Cash Equivalents - Beginning of period	168,883	95,420
CASH AND CASH EQUIVALENTS - END OF PERIOD	4,914	80,882
Supplemental cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash Investing & Financing Activities:
Amortization of deferred offering costs	$ 0	$ 21,051

v3.25.1

Organization and Basis of Preparation	3 Months Ended
	Mar. 31, 2025
Organization and Basis of Preparation
Organization and Basis of Preparation	Note 1. Organization and Basis of Preparation   United Health Products, Inc. (the “Company”) develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, CelluSTAT® (formerly branded as HemoStyp), is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our hemostatic gauze product line into the U.S. Class III human surgical markets.   The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025.   In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

v3.25.1

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2025
Significant Accounting Policies
Significant Accounting Policies	Note 2. Significant Accounting Policies   Going Concern   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.   Cash and Cash Equivalents   The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Use of Estimates   The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets, as well as in the healthcare industry, and any other parameters used in determining these estimates, could cause actual results to differ.   Fair Value Measurements   Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:   Level 1 — Quoted prices in active markets for identical assets or liabilities.   Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.   Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.   Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025 and December 31, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.    Revenue Recognition   The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its CelluSTAT product by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.   The Company receives orders for its CelluSTAT products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts are currently offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.   Trade Accounts Receivable and Concentration Risk   We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credit issued.   There were no provisions for doubtful accounts recorded at March 31, 2025 and December 31, 2024. The Company recorded $0 in bad debt expense for the three month periods ended March 31, 2025 and 2024. Stock Based Compensation   The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value.   Per Share Information   Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred net losses for the three months ended March 31, 2025 and the three months ended March 31, 2024 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.   The total potential common shares as of March 31, 2025 included 41,440,000 of restricted stock units, 9,496,287 shares for convertible notes payable – related parties, 11,781,062 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of March 31, 2024 included 47,665,000 of restricted stock units, 3,842,491 shares for convertible notes payable – related parties and 1,521,145 shares for convertible notes payable. Patents   Patents are stated on the balance sheet at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications were capitalized when the Company believed that there was a high likelihood that the patent would be issued and there would be future economic benefit associated with the patent. These costs were amortized from the date of the patent application on a straight-line basis over the estimated useful life of 10 years. All costs associated with any abandoned patent applications are expensed.   Accumulated amortization as of March 31, 2025 and December 31, 2024 was $13,163 and $12,150, respectively. Amortization expense for the three months ended March 31, 2025 and 2024 was $1,013 and $1,012, respectively.   Future Amortization Expense   Year   Amount   2025 (remaining)   $ 3,037   2026     4,050   2027     4,050   2028     4,050   2029     4,050   Thereafter     8,100       $ 27,337     Impairment of Long-lived Assets   The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.   When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the three months ended March 31, 2025 and 2024, the Company determined no impairment was required. Deferred Offering Costs   Deferred offering costs represent specific incremental costs directly attributable to the offering of securities. The deferred offering costs are recorded as an offset to additional paid-in capital and charged against the proceeds received.   Advertising and Marketing Costs   Advertising and marketing expenses are expensed as incurred. The Company incurred $27,208 and $31,008 in advertising and marketing costs during the three months ended March 31, 2025 and 2024, respectively.    Shipping and Handling Costs                   The Company includes shipping and handling cost as part of cost of goods sold.   Research and Development   The Company charges research and development costs to expense when incurred. The Company incurred $116,251 and $115,551 in research and development expenses during the three months ended March 31, 2025 and 2024, respectively.   Segment Reporting   United Health Products, Inc. operates as a single operating segment, focusing on the development and commercialization of medical devices, particularly its patented hemostatic gauze, CelluSTAT™.   The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.  The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement.  The measure of segment assets is reported on the balance sheet as total assets.   As the Company did not generate revenues in the current period, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company's Statement of Operations, the CODM regularly works with the Principal Financial Officer to develop budgeted and forecasted expense information which is used to determine the Company's liquidity needs and cash allocation.   Leases   The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.   The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.    New and Recently Adopted Accounting Pronouncements   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024.  The Company adopted the ASU for the fiscal year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.   In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.   The Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting standards that had or will have a material impact on its financial statements.

v3.25.1

Related Party Transactions	3 Months Ended
	Mar. 31, 2025
Related Party Transactions
Related Party Transactions	Note 3. Related Party Transactions   Convertible notes payable - related parties   As of March 31, 2025 and December 31, 2024, convertible notes payable – related parties (net of debt discount) totaled $500,000 and $500,000, respectively.   During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable. The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of 10%, an original issue discount (“OID”) of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $156,862 and $139,334 as of March 31, 2025 and December 31, 2024, respectively.   During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note. The note had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $33,518 and $29,315 as of March 31, 2025 and December 31, 2024, respectively.   On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2024 and increased the interest rate from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2026.   Interest expense – related party on the above convertible notes payable was $21,731 and $19,231 during the three months ended March 31, 2025 and 2024, respectively. Accrued interest – related party due to these convertible notes was $190,380 and $168,649, as of March 31, 2025 and December 31, 2024, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.   The following represents the future aggregate maturities as of March 31, 2025 of the Company’s Convertible Notes Payable – Related Parties:       Amount   2025 (remaining)   $ -   2026     500,000   Total   $ 500,000     Accrued liabilities – related parties   During the three months ended March 31, 2025, the Company’s Chief Executive Officer advanced the Company $20,000 to pay for operating expenses resulting in an advance balance of $20,000 as of March 31, 2025 and has been recorded in accrued liabilities – related parties on the balance sheet.   The advance is unsecured, non-interest bearing and is due on-demand.

v3.25.1

Convertible Notes	3 Months Ended
	Mar. 31, 2025
Convertible Notes
Convertible Notes	Note 4. Convertible Notes   During the year ended December 31, 2022, the Company issued a $100,000 convertible note and a $107,500 convertible note and received total proceeds of $192,975.  The notes had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. The notes are convertible into common stock of the Company at $0.35 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $14,525 of a debt discount related to the OID. As of March 31, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively.   On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity dates to December 31, 2024 and increased the interest rates from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments to the aforementioned convertible notes, which extended the maturity dates to December 31, 2026.   During the year ended December 31, 2024, the Company issued a $350,000 convertible note and received total proceeds of $200,000.  The remaining $150,000 was rolled from a promissory note with this third-party lender (see Note 5). The note has an interest rate of 13% and a maturity date of December 31, 2026. The note is convertible into common stock of the Company at $0.05 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.05 per share, the conversion price shall be reduced to equal such lower issue price per share.   During the three months ended March 31, 2025, the Company issued $90,000 of convertible notes.  The notes have an interest rate of 13% and a maturity of December 31, 2026.  The notes are convertible into common stock of the Company at $0.12 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.12 per share, the conversion price shall be reduced to equal such lower issue price per share.   Interest expense on the above convertible notes payable was $20,712 and $7,613 during the three months ended March 31, 2025 and 2024, respectively. Accrued interest as of March 31, 2025 and December 31, 2024 was $79,783 and $59,071, respectively, and has been recorded in accounts payable and accrued expenses on the balance sheet.   The following represents the future aggregate maturities as of March 31, 2025 of the Company’s Convertible Notes Payable:       Amount   2025 (remaining)   $ -   2026     647,500   Total   $ 647,500

v3.25.1

Note Payable	3 Months Ended
	Mar. 31, 2025
Note Payable
Note Payable	Note 5. Notes Payable   On August 5, 2024, the Company entered into a $150,000 promissory note with a third-party lender, which was non-interest bearing and had a maturity date of 60 days. On October 28, 2024, the Company entered into an amendment to this promissory note, which extended the maturity date to 120 days. On December 16, 2024, the Company rolled the $150,000 promissory note into a convertible note agreement with this third-party lender (see Note 4). As of December 31, 2024, there was $0 principal balance on the promissory note.

v3.25.1

Issuances of Securities	3 Months Ended
	Mar. 31, 2025
Issuances of Securities
Issuances of Securities	Note 6. Issuances of Securities   Share issuances 2024   During the three months ended March 31, 2024, the Company had the following common stock transactions:     · 2,050,000 shares of common stock were sold for $391,225, net of legal and administrative fees of $4,200, under the Company’s common stock purchase agreement with White Lion.   Share issuances 2025   During the three months ended March 31, 2025, the Company did not have any common stock transactions other than those described under the restricted stock units section below.   White Lion Common Stock Purchase Agreement (CSPA)   On June 20, 2024, the Company and White Lion amended the CSPA (the “Second Amendment”) to provide that the purchase price to be paid by White Lion for shares of the Company’s common stock pursuant to the CSPA equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. The Second Amendment further provides that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the floor price condition, the purchase price to be paid by White Lion for such shares shall equal 90% multiplied by the lower of the (i) three lowest volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) most recent closing price of the Company’s common stock prior to White Lion’s receipt of a share price purchase notice.   On June 26, 2024, the Company filed a registration statement on Form S-1 to register for resale an additional 15,000,000 common shares related to CSPA. The Company's S-1 registration statement was declared effective by the SEC on July 29, 2024.       Restricted stock units   As of March 31, 2025 and December 31, 2024, the Company has 41,440,000 and 47,665,000 restricted stock units (RSU) outstanding, respectively. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.    During the three months ended March 31, 2025, the Company terminated the services of one of its consultants who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the consultant vested immediately upon termination of services. This resulted in 975,000 RSU’s vesting and $692,250 of stock-based compensation being recorded which was the fair value of the shares on the original grant date of the RSU agreement.   During the three months ended March 31, 2025, the Board of Directors approved an amendment to a consultant’s RSU agreement.  The amendment resulted in 3,750,000 of RSU’s vesting during the current period and the remaining 2,750,000 vesting upon achievement of certain Company objectives and milestones. Per ASC 718-20-35, the change in vesting conditions resulted in a modification of the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $427,875 of stock-based compensation expense which was the fair value of the shares on the date of the modification.   Management is unable to predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units will occur and as of March 31, 2025, there was $19,945,155 of unrecognized compensation cost related to unvested restricted stock unit awards. Activity related to our restricted stock units during the three months ended March 31, 2025 was as follows:           Weighted           Average           Grant       Number of     Date Fair       Units     Value   Total awards outstanding at December 31, 2024     46,165,000     $ 0.55   Units granted     -     $ -   Units Exercised/Released     (4,725,000 )   $ 0.24   Units Cancelled/Forfeited     -     $ -   Total awards outstanding at March 31, 2025     41,440,000     $ 0.48     Warrants   During the year ended December 31, 2024, the Company issued 412,500 warrants related to the sale of 825,000 units.  The Company valued the common stock and warrants issued in the sale of the units using the relative fair value method.  The warrants have a value of $5,990 and was recorded in additional paid-in capital.   Activity related to our warrants during the three months ended March 31, 2025 was as follows:       Number of Warrants     Weighted Average Exercise Price   Total warrants outstanding at December 31, 2024     412,500     $ 0.14   Granted     -     $ -   Exercised     -     $ -   Cancelled/Forfeited     -     $ -   Total warrants outstanding at March 31, 2025     412,500     $ 0.14     The fair value of each warrant on the date of grant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the year ended December 31, 2024:       Year Ended       December 31,       2024   Exercise price   $ 0.14   Expected term   1 year   Expected average volatility     90.88 % Expected dividend yield     -   Risk-free interest rate     4.17 %   The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2025:   Warrants Outstanding     Warrants Exercisable         Weighted Average                     Number Warrants     Remaining Contractual     Weighted Average     Number     Weighted Average         life (in years)     Exercise Price     of Shares     Exercise Price     412,500       1.75     $ 0.14       412,500     $ 0.14

v3.25.1

Leases	3 Months Ended
	Mar. 31, 2025
Leases
Leases	Note 7. Leases   In May 2023, the Company entered into 36-month operating lease, which provides for approximately 1,800 square feet of office space, that commenced on June 1, 2023 and ends on May 31, 2026. The lease required a $2,850 security deposit and monthly lease payments are $2,850 the first year of the lease, $2,964 the second year and $3,082 the third year. The Company or landlord may terminate the lease at the expiration date by giving to the other party written notice at least ninety (90) days prior to the expiration date. The lease may be renewed for a term of one (1) year.   Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. On the commencement date of the lease, the Company recorded $92,425 related to the ROU asset and lease liability. The components of lease expense and supplemental cash flow information related to the lease for the period are as follows:       Three Months Ended March 31,  2025     Three Months Ended March 31,  2024   Lease Cost             Operating lease cost (included in general and administrative in the Company’s statement of operations)   $ 8,554     $ 8,896                     Other Information                 Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2025 and 2024   $ 5,700     $ 8,550   Weighted average remaining lease term – operating leases (in years)   1.17 years     2.17 years   Average discount rate – operating lease     10 %     10 %   The supplemental balance sheet information related to leases for the period is as follows:       At March 31,  2025     At December 31,  2024   Operating leases             Remaining right-of-use assets   $ 39,273     $ 47,096                     Short-term operating lease liabilities   $ 34,531     $ 33,331   Long-term operating lease liabilities   $ 6,139     $ 15,158   Total operating lease liabilities   $ 40,670     $ 48,489     Maturities of the Company’s undiscounted lease liabilities are as follows:   Year Ending   Operating Leases   2025 (remaining)     27,502   2026     15,410   Total lease payments     42,912   Less: Imputed interest/present value discount     (2,242 ) Present value of lease liabilities   $ 40,670

v3.25.1

Subsequent Event	3 Months Ended
	Mar. 31, 2025
Subsequent Event
Subsequent Events	Note 8. Subsequent Events   The Company has evaluated events from March 31, 2025, through the date whereupon the financial statements were issued and has determined that there are no material events that need to be disclosed.

v3.25.1

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2025
Significant Accounting Policies
Going Concern	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Cash and Cash Equivalents	The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets, as well as in the healthcare industry, and any other parameters used in determining these estimates, could cause actual results to differ.
Fair Value Measurements	Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:   Level 1 — Quoted prices in active markets for identical assets or liabilities.   Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.   Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.   Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025 and December 31, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Revenue Recognition	The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its CelluSTAT product by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.   The Company receives orders for its CelluSTAT products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts are currently offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.
Trade Accounts Receivable and Concentration Risk	We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credit issued.   There were no provisions for doubtful accounts recorded at March 31, 2025 and December 31, 2024. The Company recorded $0 in bad debt expense for the three month periods ended March 31, 2025 and 2024.
Stock Based Compensation	The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value.
Per Share Information	Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred net losses for the three months ended March 31, 2025 and the three months ended March 31, 2024 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.   The total potential common shares as of March 31, 2025 included 41,440,000 of restricted stock units, 9,496,287 shares for convertible notes payable – related parties, 11,781,062 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of March 31, 2024 included 47,665,000 of restricted stock units, 3,842,491 shares for convertible notes payable – related parties and 1,521,145 shares for convertible notes payable.
Patents	Patents are stated on the balance sheet at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications were capitalized when the Company believed that there was a high likelihood that the patent would be issued and there would be future economic benefit associated with the patent. These costs were amortized from the date of the patent application on a straight-line basis over the estimated useful life of 10 years. All costs associated with any abandoned patent applications are expensed.   Accumulated amortization as of March 31, 2025 and December 31, 2024 was $13,163 and $12,150, respectively. Amortization expense for the three months ended March 31, 2025 and 2024 was $1,013 and $1,012, respectively.   Future Amortization Expense   Year   Amount   2025 (remaining)   $ 3,037   2026     4,050   2027     4,050   2028     4,050   2029     4,050   Thereafter     8,100       $ 27,337
Impairment of Long-lived Assets	The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.   When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the three months ended March 31, 2025 and 2024, the Company determined no impairment was required.
Deferred Offering Costs	Deferred offering costs represent specific incremental costs directly attributable to the offering of securities. The deferred offering costs are recorded as an offset to additional paid-in capital and charged against the proceeds received.
Advertising and Marketing Costs	Advertising and marketing expenses are expensed as incurred. The Company incurred $27,208 and $31,008 in advertising and marketing costs during the three months ended March 31, 2025 and 2024, respectively.
Shipping and Handling Costs	The Company includes shipping and handling cost as part of cost of goods sold.
Research and Development	The Company charges research and development costs to expense when incurred. The Company incurred $116,251 and $115,551 in research and development expenses during the three months ended March 31, 2025 and 2024, respectively.
Segment Reporting	United Health Products, Inc. operates as a single operating segment, focusing on the development and commercialization of medical devices, particularly its patented hemostatic gauze, CelluSTAT™.   The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.  The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement.  The measure of segment assets is reported on the balance sheet as total assets.   As the Company did not generate revenues in the current period, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company's Statement of Operations, the CODM regularly works with the Principal Financial Officer to develop budgeted and forecasted expense information which is used to determine the Company's liquidity needs and cash allocation.
Leases	The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.   The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
New and Recently Adopted Accounting Pronouncements	In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024.  The Company adopted the ASU for the fiscal year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.   In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.   The Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting standards that had or will have a material impact on its financial statements.

v3.25.1

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2025
Significant Accounting Policies
Schedule of Future Amortization Expense	Year   Amount   2025 (remaining)   $ 3,037   2026     4,050   2027     4,050   2028     4,050   2029     4,050   Thereafter     8,100       $ 27,337

v3.25.1

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2025
Related Party Transactions
Future aggregate maturities of Notes Payable - Related Parties	Amount   2025 (remaining)   $ -   2026     500,000   Total   $ 500,000

v3.25.1

Convertible Notes (Tables)	3 Months Ended
	Mar. 31, 2025
Convertible Notes
Future aggregate maturities of Convertible Notes Payable	Amount   2025 (remaining)   $ -   2026     647,500   Total   $ 647,500

v3.25.1

Issuances of Securities (Tables)	3 Months Ended
	Mar. 31, 2025
Issuances of Securities
Schedule of Restricted Stock Units	Weighted           Average           Grant       Number of     Date Fair       Units     Value   Total awards outstanding at December 31, 2024     46,165,000     $ 0.55   Units granted     -     $ -   Units Exercised/Released     (4,725,000 )   $ 0.24   Units Cancelled/Forfeited     -     $ -   Total awards outstanding at March 31, 2025     41,440,000     $ 0.48
Schedule of warrants activity	Number of Warrants     Weighted Average Exercise Price   Total warrants outstanding at December 31, 2024     412,500     $ 0.14   Granted     -     $ -   Exercised     -     $ -   Cancelled/Forfeited     -     $ -   Total warrants outstanding at March 31, 2025     412,500     $ 0.14
Schedule of assumptions	Year Ended       December 31,       2024   Exercise price   $ 0.14   Expected term   1 year   Expected average volatility     90.88 % Expected dividend yield     -   Risk-free interest rate     4.17 %
Schedule of warrants outstanding and exercisable	Warrants Outstanding     Warrants Exercisable         Weighted Average                     Number Warrants     Remaining Contractual     Weighted Average     Number     Weighted Average         life (in years)     Exercise Price     of Shares     Exercise Price     412,500       1.75     $ 0.14       412,500     $ 0.14

v3.25.1

Leases (Tables)	3 Months Ended
	Mar. 31, 2025
Leases
Schedule of components of lease expense	Three Months Ended March 31,  2025     Three Months Ended March 31,  2024   Lease Cost             Operating lease cost (included in general and administrative in the Company’s statement of operations)   $ 8,554     $ 8,896                     Other Information                 Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2025 and 2024   $ 5,700     $ 8,550   Weighted average remaining lease term – operating leases (in years)   1.17 years     2.17 years   Average discount rate – operating lease     10 %     10 %
Schedule of balance sheet information related to lease	At March 31,  2025     At December 31,  2024   Operating leases             Remaining right-of-use assets   $ 39,273     $ 47,096                     Short-term operating lease liabilities   $ 34,531     $ 33,331   Long-term operating lease liabilities   $ 6,139     $ 15,158   Total operating lease liabilities   $ 40,670     $ 48,489
Schedule of maturity of operating lease liabilities	Year Ending   Operating Leases   2025 (remaining)     27,502   2026     15,410   Total lease payments     42,912   Less: Imputed interest/present value discount     (2,242 ) Present value of lease liabilities   $ 40,670

v3.25.1

Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Significant Accounting Policies
2025	$ 3,037
2026	4,050
2027	4,050
2028	4,050
2029	4,050
Thereafter	8,100
Future Amortization Expense	$ 27,337	$ 28,350

v3.25.1

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Bad debt expense	$ 0		$ 0
Amortization expense	1,013	$ 1,012
Accumulated amortization	13,163		$ 12,150
Advertising and Marketing Costs	27,208	31,008
Research and development expenses	$ 116,251	$ 115,551
Description of patent			straight-line basis over the estimated useful life of 10 years
Restricted Stock Units [Member]
Potential antidilutive shares	41,440,000	47,665,000
Convertible Notes Payable - Related Party [Member]
Potential antidilutive shares	9,496,287	3,842,491
Convertible Notes Payable [Member]
Potential antidilutive shares	11,781,062	1,521,145
Warrants [Member]
Potential antidilutive shares	412,500

v3.25.1

Related Party Transactions (Details)	Mar. 31, 2025 USD ($)
Related Party Transactions
2025	$ 0
2026	500,000
Total	$ 500,000

v3.25.1

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Dec. 15, 2023	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2022
Accrued interest		$ 156,862		$ 139,334
Convertible Note Interest Rate		13.00%		13.00%	10.00%
Original Issue Discount Rate					7.00%
Convertible notes payable - related parties		$ 500,000		$ 500,000
Debt Discount		28,000		28,000
Operating expenses		1,489,216	$ 425,094
Robert Denser [Member]
Loan To Company					$ 93,000
Share price					$ 0.35
Accrued interest		33,518		29,315
Convertible Note Interest Rate					10.00%
Original Issue Discount Rate					7.00%
Debt Discount					$ 7,000
Unamortized Debt Discount		0		0
Bottoms [Member]
Interest Rate	10.00%
Tops [Member]
Interest Rate	13.00%
Accrued liabilities Related Parties [Member]
Interest expense - related party		21,731		19,231
Officers And Directors [Member]
Interest Rate					10.00%
Original Issue Discount Rate					7.00%
Maturity Of Convertible Notes Payable					December 31, 2023
Conversion Of Common Stock					$ 0.35
Unamortized Debt Discount		0		0
Principal amount converted to convertible note payable					$ 372,000
Loans payable related parties [Member]
Operating expenses		20,000
Accrued interest - related party		20,000
Related parties [Member]
Accrued interest		$ 190,380		$ 168,649

v3.25.1

Convertible Notes (Details)	Mar. 31, 2025 USD ($)
Convertible Notes
2025	$ 0
2026	647,500
Total	$ 647,500

v3.25.1

Convertible Notes (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Dec. 15, 2023	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2022
Maturity Date	Dec. 31, 2026	Dec. 31, 2026
Interest Expense, Other		$ 20,712	$ 7,613
Convertible note payable		647,500		$ 557,500	$ 107,500
Debt converted				150,000
Issuance Of Convertible Note		$ 90,000		$ 350,000	$ 100,000
Convertible Note Common Stock Conversion price		$ 0.12		$ 0.05	$ 0.35
Convertible Note Interest Rate		13.00%		13.00%	10.00%
Accrued interest		$ 79,783		$ 59,071
Original Issue Discount Rate					7.00%
Debt discount related party					$ 14,525
Unamortized Debt Discount		$ 0		$ 0
Maturity Date Of Convertible Note		December 31, 2026		December 31, 2026	December 31, 2023
Proceeds from convertible note				$ 200,000	$ 192,975
Bottom [Member]
Interest Rate	10.00%
Top [Member]
Interest Rate	13.00%

v3.25.1

Note Payable (Details Narrative) - Promissory Note Payable [Member] - USD ($)	Dec. 31, 2024	Dec. 16, 2024	Aug. 05, 2024
Promissory note			$ 150,000
Remaining principle balance on promissory note payable		$ 150,000
Principal balance	$ 0

v3.25.1

Issuances of Securities (Details)	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Issuances of Securities
Number of units total awards outstanding, beginning | shares	46,165,000
Units granted | shares	0
Units Exercised/Released | shares	(4,725,000)
Number of units total awards outstanding, ending | shares	41,440,000
Weighted Average Grant Date Fair Value
Weighted average total awards outstanding, beginning	$ 0.55
Weighted average units granted	0.00
Weighted average units exercised/released	0.24
Weighted average units cancelled/forfeited	0.00
Weighted average total awards outstanding, ending	$ 0.48

v3.25.1

Issuances of Securities (Details 1) - Warrants [Member]	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Number of units total warrants outstanding, beginning | shares	412,500
Warrants granted | shares	0
Warrants Cancelled/Forfeited | shares	0
Number of units total warrants outstanding, ending | shares	412,500
Weighted average total warrants outstanding, beginning	$ 0.14
Weighted average warrants granted	0.00
Weighted average warrants exercised	0.00
Weighted average warrants cancelled/forfeited	0.00
Weighted average total warrants outstanding, ending	$ 0.14

v3.25.1

Issuances of Securities (Details 2)	12 Months Ended
	Dec. 31, 2024 $ / shares
Issuances of Securities
Exercise price	$ 0.14
Expected term	1 year
Expected average volatility	90.88%
Expected dividend yield	0.00%
Risk-free interest rate	4.17%

v3.25.1

Issuances of Securities (Details 3) - Warrants 1 [Member]	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Number of Warrants Outstanding | shares	412,500
Warrants Outstanding, Remaining Contractual life (in years)	1 year 9 months
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.14
Number of Share Warrants Exercisable | shares	412,500
Weighted Average Exercise Price, Warrants Exercisable | $ / shares	$ 0.14

v3.25.1

Issuances of Securities (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 20, 2024	Mar. 31, 2025	Dec. 31, 2024	Jun. 26, 2024
Administrative Fees Expense		$ 4,200
Unrecognized compensation cost		$ 19,945,155
Common stock issued for litigation settlement		2,050,000
Common stock purchase agreement description	On June 20, 2024, the Company and White Lion amended the CSPA (the “Second Amendment”) to provide that the purchase price to be paid by White Lion for shares of the Company’s common stock pursuant to the CSPA equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. The Second Amendment further provides that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the floor price condition, the purchase price to be paid by White Lion for such shares shall equal 90% multiplied
Stock issued for litigation settlement		$ 391,225
Common stock, shares issued		257,133,222	252,408,222
Common Stocks [Member]
Common stock, shares issued			825,000
Warrants issued			412,500
Restricted Stock Units [Member]
Number of restricted stock units (RSU) vested		975,000
Stock-based compensation expense		$ 692,250
Restricted stock units (RSU) outstanding		41,440,000	47,665,000
Resale of additional shares				15,000,000
Restricted Stock Units [Member] | Director [Member]
Number of restricted stock units (RSU) vested		3,750,000
Stock-based compensation expense		$ 427,875
Restricted stock units (RSU) outstanding		2,750,000
Warrants [Member]
Warrants sale of units			825,000
Proceeds allocated to warrants			$ 5,990
Aggregate intrinsic value			$ 0
Issued warrants related to the sale of units			412,500

v3.25.1

Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Leases
Average discount rate - operating lease	10.00%	10.00%
Operating lease cost (included in general and administrative in the Company's statement of operations)	$ 8,554	$ 8,896
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023	$ 5,700	$ 8,550
Weighted average remaining lease term - operating leases (in years)	1 year 2 months 1 day	2 years 2 months 1 day

v3.25.1

Leases (Details 1) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Leases
Remaining right-of-use assets	$ 39,273	$ 47,096
Short-term operating lease liabilities	34,531	33,331
Long-term operating lease liabilities	6,139	15,158
Total operating lease liabilities	$ 40,670	$ 48,489

v3.25.1

Leases (Details 2) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Leases
2025	$ 27,502
2026	15,410
Total lease payments	42,912
Less: Imputed interest/present value discount	(2,242)
Present value of lease liabilities	$ 40,670	$ 48,489

v3.25.1

Leases (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2023
Right-of-use asset and operating lease liability	$ 92,425
Lease expiration description	at least ninety (90) days prior to the expiration date. The lease may be renewed for a term of one (1) year.
Description of leases security deposit and monthly lease payments	In May 2023, the Company entered into 36-month operating lease, which provides for approximately 1,800 square feet of office space, that commenced on June 1, 2023 and ends on May 31, 2026
Security deposit amount		$ 2,850
Installment One [Member]
Monthly lease payment		2,850
Installment Two [Member]
Monthly lease payment		2,964
Installment Three [Member]
Monthly lease payment		$ 3,082

---