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

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

Securities registered pursuant to Section 12(b) of the Securities Exchange 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.

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

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

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).

As of November 19, ~~2020,~~2021, there were ~~18,975,435~~ 72,013,761 shares of common stock, $0.0001 par value issued and outstanding.

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
	(Unaudited)			(Audited)			(Unaudited)			(Audited)

ASSETS
Current assets:
Cash	$	2,583		$	18,893		$	5,732		$	13,420
Accounts receivable, net of allowance for doubtful accounts of $0		942			22,742
Deposit		2,500			-
Accounts receivable, net of allowance for doubtful accounts of $0								7,092			942
Prepaid expenses and other current assets		2,600			20,920			49,725			31,825
Total current assets		8,625			62,555			62,549			46,187

Property, Plant and Equipment, net		2,483			5,915			-			1,580
Patents, net		2,720,996			3,206,180			2,074,084			2,559,268
Total assets	$	2,732,104		$	3,274,650		$	2,136,633		$	2,607,035

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	762,175		$	599,470		$	753,041		$	700,932
Accrued interest		1,870,628			1,317,376			2,334,302			1,904,136
Deferred compensation		3,148,359			2,431,373			3,970,056			3,384,117
Notes payable, net of discounts of $115,981 and $12,649 as of September 30, 2020 and December 31, 2019		5,955,373			6,697,146
Notes payable - related party		146,000			165,000
Notes payable, net of discounts of $48,927 and $201,157 as of September 30, 2021, and December 31, 2020								6,639,056			6,491,039
Notes payable – former related party								132,600			143,000
Derivative liability		3,456,851			10,599,690			6,446,149			4,202,597
Series C preferred stock liability, net of discounts $766 at December 31, 2019		-			1,813,415

Total current liabilities		15,339,386			23,623,470			20,275,204			16,825,821

Acquisition payable		155,000			155,000			79,825			155,000
Total liabilities		15,494,386			23,778,470			20,355,029			16,980,821
COMMITMENTS AND CONTINGENCIES, note 10								-

Shareholders’ deficit
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at September 30, 2020 and December 31, 2019		25			25
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 600 shares issued and outstanding at September 30, 2020 and December 31, 2019		1			1
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at September 30, 2021, and December 31, 2020								25			25
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 600 shares issued and outstanding at September 30, 2021, and December 31, 2020								1			1

Series C convertible preferred stock, $0.0001 par value; 8,000 shares authorized, 763 and 1,814 shares issued and outstanding at September 30, 2020 and December 31, 2019		-			-
Series C convertible preferred stock, $0.0001 par value; 8,000 shares authorized, 738 and 763 shares issued and outstanding at September 30, 2021, and December 31, 2020								-			-

Series D convertible preferred stock, $0,0001 par value; 20,000 shares authorized, 305 and 255 issued and outstanding at September 30, 2020 and December 31, 2019		-			-
Series D convertible preferred stock, $0.0001 par value; 20,000 shares authorized, 305 issued and outstanding at September 30, 2021, and December 31, 2020								-			-
Preferred value								-

Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 17,303,952 and 1,189,204 shares issued and outstanding as of September 30, 2020 and December 31, 2019		1,731			118
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 69,193,105 and 24,536,689 shares issued and outstanding as of September 30, 2021, and December 31, 2020								6,920			2,453
Additional paid-in capital		38,545,743			32,432,392			40,615,974			38,963,827
Stock subscriptions		(1,570	)		(1,570	)		(1,570	)		(1,570	)
Accumulated deficit		(51,308,212	)		(52,934,786	)		(58,839,746	)		(53,338,522	)
Total shareholders’ deficit		(12,762,282	)		(20,503,820	)		(18,218,396	)		(14,373,786	)
Total liabilities and shareholders’ deficit	$	2,732,104		$	3,274,650		$	2,136,633		$	2,607,035

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019(*)			2020			2019(*)			2021			2020			2021			2020

Revenue	$	39,980		$	54,039		$	154,296		$	161,720		$	7,790		$	39,980		$	72,789		$	154,296
Cost of revenue		760			8,925			18,320			46,209			3,103			760			6,124			18,320
Gross profit		39,220			45,114			135,976			115,511			4,687			39,220			66,665			135,976

Operating expenses		986,019			1,336,377			2,364,213			3,194,586			696,943			986,019			1,919,418			2,364,213
Loss from operations		(946,799	)		(1,291,263	)		(2,228,237	)		(3,079,075	)		(692,256	)		(946,799	)		(1,852,753	)		(2,228,237	)

Other income (expense)
Change in fair value of derivative liability		416,370			693,996			6,016,625			(4,785,167	)		(542,346	)		416,370			(2,962,795	)		6,016,625
Gain (loss) on settlement of debt		(47,602	)		10,746			(564,385	)		63,036			(42,460	)		(47,602	)		28,536			(564,385	)
Other expense		(58,902	)		-			(58,902	)		-			-			(58,902	)		-			(58,902	)
Interest expense, net		(432,108	)		(819,675	)		(1,530,375	)		(3,848,761	)		(246,612	)		(432,108	)		(714,212	)		(1,530,375	)
Other income (expense)		(122,242	)		(114,933	)		3,862,963			(8,570,892	)		(831,418	)		(122,242	)		(3,648,471	)		3,862,963

Income (Loss) before income taxes		(1,069,041	)		(1,406,196	)		1,634,726			(11,649,967	)		(1,523,674	)		(1,069,041	)		(5,501,224	)		1,634,726

Provision for income taxes		-			-			-			-			-			-			-			-

Net Income (loss) income	$	(1,069,041	)	$	(1,406,196	)	$	1,634,726		$	(11,649,967	)	$	(1,523,674	)	$	(1,069,041	)	$	(5,501,224	)	$	1,634,726

Basic Income (Loss) per share	$	(0.07	)	$	(1.81	)	$	0.17		$	(19.00	)	$	(0.02	)	$	(0.07	)	$	(0.10	)	$	0.17
Diluted Income (Loss) per share	$	(0.07	)	$	(1.81	)	$	(0.15	)	$	(19.00	)	$	(0.02	)	$	(0.07	)	$	(0.10	)	$	(0.15	)
Weighted average common share outstanding:
Basic		16,137,373			777,249			9,621,530			613,272			66,291,292			16,137,373			55,303,026			9,621,530
Diluted		16,137,373			777,249			23,575,380			613,272			66,291,292			16,137,373			55,303,026			23,575,380

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

~~(*) The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.~~


	Nine Months ended September 30,						Nine Months ended September 30,
	2020			2019			2021			2020
Operating activities:
Net Income (Loss)	$	1,634,726		$	(11,649,967	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Net (Loss) Income							$	(5,501,224	)	$	1,634,726
Adjustments to reconcile net (loss) income to cash used in operating activities:
Depreciation and amortization expense		488,616			487,684			486,764			488,616
Stock compensation expense		400,108			-			61,453			400,108
Fair value of commitment shares issued with debt								70,971			-
Fair value of equity issued for services		13,067			159,849			95,250			13,067
Loss (gain) on extinguishment of debt		564,385			(63,036	)		(28,536	)		564,385
Amortization of note discount and original issue discount		50,348			1,737,714			103,659			50,348
Amortization of discount on Series C Preferred stock liability		248			145,836			-			248
Non-cash interest expense		713,462			1,077,728			-			713,462
Non-cash value of stock, options and warrants issued for services and notes		-			25,232
Change in fair value of derivative liability		(6,016,625	)		4,785,167			2,962,795			(6,016,625	)
Changes in assets and liabilities:
Accounts receivable		21,800			(7,931	)		(6,150	)		21,800
Deposit		(2,500	)		-			-			(2,500	)
Prepaid expenses and other current assets		18,320			(22,575	)		(17,900	)		18,320
Account payable		82,006			188,792			52,109			82,006
Accrued interest		766,319			761,185			539,582			766,319
Deferred compensation		716,986			141,696			585,939			716,986
Net cash used in operating activities		(548,734	)		(2,232,626	)		(595,288	)		(548,734	)

Investing activities:
Acquisition of property and equipment		-			(2,594	)

Net cash used in investing activities		-			(2,594	)

Financing activities:
Proceeds from the issuance of notes payable		401,424			1,995,000			475,000			401,424
Repayments on related-parties short-term advances		(19,000	)		(75,000	)
Repayments to former related-party of notes payable								(10,400	)		(19,000	)
Repayments of convertible debt in cash		-			(130,000	)		(3,000	)		-
Proceeds from issuance of common stock and units		100,000			71,106			126,000			100,000
Proceeds from issuance of preferred stock		50,000			-			-			50,000
Net cash provided by financing activities		532,424			1,861,106			587,600			532,424

Net decrease in cash		(16,310	)		(374,114	)		(7,688	)		(16,310	)
Cash, beginning of year		18,893			379,151			13,420			18,893
Cash, end of period	$	2,583		$	5,037		$	5,732		$	2,583

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	15,300		$	-		$	-
Cash paid for Preferred C dividends	$	-		$	106,167
Cash paid for income taxes	$	-		$	-		$	-		$	-

Non-Cash Investing and Financing Activities:
Conversion of notes payable and accrued interest to common stock	$	1,357,573		$	3,018,066		$	458,335		$	1,357,573
Conversion of fixed rate notes to Preferred C Stock	$	-		$	94,000
Issuance of common stock to settle debt							$	127,522		$	-
Conversion of Preferred C Stock to common stock	$	1,400,934		$	-		$	33,333		$	1,400,934
Issuance of common stock to Preferred C Stock inducement	$	8,152		$	-		$	-		$	8,152
Exchange note and accrued interest to new convertible note	$	316,494		$	-
Exchange of note and accrued interest to new convertible note							$	-		$	316,494

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

~~(*) The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.~~

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial ~~statements~~statements.

Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).

The Company develops, manufactures, and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema, and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed ~~short wave~~short-wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.

Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical^® Therapy. Endonovo’s bioelectric Electroceutical^® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.

On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.

The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, ~~2020~~2021, and ~~2019~~2020, are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on ~~May 4, 2020.~~April 13, 2021. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

The Company’s unaudited condensed consolidated financial statements ~~of the Company include the accounts of ETI and IPR as of March 14, 2012; Aviva as of April 2, 2013; and WeHealAnimals as of November 16, 2013. All significant intercompany accounts and transactions~~ are ~~eliminated in consolidation.~~

~~These accompanying condensed consolidated financial statements have been~~ prepared ~~assuming the Company will continue as~~using GAAP applicable to a going concern, which contemplates the realization of assets and ~~the satisfaction~~liquidation of liabilities in the normal course of ~~business for~~business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the ~~twelve-month period following~~Company to continue as a going concern is dependent on the ~~date these condensed consolidated financial statements are issued.~~Company obtaining adequate capital to fund operating losses until it becomes profitable.

As of September 30, ~~2020,~~2021, the Company had cash of approximately ~~$3,000~~$6,000 and a working capital deficiency of ~~$15.3~~approximately $20.2 million. During the nine months ended September 30, ~~2020,~~2021, the Company used approximately ~~$0.5~~$0.6 million of cash in its operation. The Company has incurred recurring losses resulting in an accumulated deficit of approximately ~~$51.3~~$58.8 million as of September 30, ~~2020.~~2021. These conditions raise substantial doubt as to its ability to continue as going concern within one year from issuance date of these financial statements.

During the nine months ended September 30, ~~2020,~~2021, the Company has raised approximately ~~$0.6~~$0.6 million in debt and equity financing. The Company is raising additional capital through debt and equity securities to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its ~~preferred and~~ common stock, ~~has entered into an investment agreement whereby~~and the ~~company has access to an equity line~~issuance of ~~credit and is seeking out profitable companies.~~convertible promissory notes.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the quarter ended September 30, 2019 have been retroactively adjusted to give effect to the reverse split.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the nine months ended September 30, 2021, include stock options, warrants, and notes payable. The Company has 3,013,730 options and 26,115 warrants to purchase common stock outstanding at September 30, 2021. The Company has 96,533 options and 56,914 warrants to purchase common stock outstanding at September 30, 2020.

The components of basic and diluted earnings per share for the nine months ended September 30, ~~2020~~2021, and ~~2019~~2020 were as follows:

The Company uses the specific identification method for recording the provision for doubtful accounts, which was ~~$0 at~~$0 as of September 30, ~~2020~~2021, and December 31, ~~2019. Accounts receivable~~2020. Account receivables are written off when all collection attempts have failed.

Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $0 $0 and ~~$34,708 for the three months ended September 30, 2020 and 2019, respectively, and $3,283 and $88,022~~ $3,283 for the nine months ended September 30, ~~2020~~2021, and ~~2019,~~2020, respectively, and are included in operating expenses in the condensed consolidated statements of operations.

In ~~February 2016,~~May 2021, the FASB issued ASU ~~2016-02, Leases~~2021-04, Earnings Per Share (Topic ~~842)~~260), ~~which supersedes existing guidance on accounting for leases in “Leases (Topic 840)”~~Debt-Modifications and generally requires all leases to be recognized in the condensed consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s condensed consolidated results of operations, financial position and cash flows.

~~In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock~~Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company adopted ASU 2018-13 as of January 1, 2020, and ASU 2018-13 has not had a material impact on the condensed consolidated financial position or results of operations and liquidity.

~~In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20)~~, and Derivatives and ~~Hedging—Contracts~~Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)”, which ~~simplifies the~~addresses issuer’s accounting for ~~convertible instruments. The guidance removes~~ certain ~~accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method~~modifications or exchanges of ~~transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06~~freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is ~~permitted no earlier than~~permitted. The Company is evaluating the effects, if any, of the adoption of ASU 2021-04 guidance on the Company’s financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal ~~year~~years beginning after December 15, ~~2020.~~2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not result in a material impact on the Company’s condensed consolidated results of operations, financial position, and cash flows.

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The objective of this standard update is ~~currently evaluating~~to simplify the ~~potential on its~~accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU also attempts to improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This standard update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2021, and the impact of adoption was not material to the Company’s financial ~~statements~~position, results of operations and cash flows.

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

~~We have~~The Company adopted ASC 606, Revenue from Contracts with Customers effective January 1, 2019, using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2019. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

WeThe Company routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. ~~Our~~The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. ~~We identify~~The Company identified performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. WeThe Company generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time, ~~we have~~the Company has an unconditional right to receive payment. ~~Our~~The Company’s sales and sale prices are final, and our prices are not affected by contingent events that could impact the transaction price.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

In connection with offering products and services provided to the end user by third-party vendors, ~~we review~~the Company reviews the relationship between us, the vendor, and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, ~~we consider~~the Company considers whether ~~we act~~the Company acts as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.

As of September 30, ~~2020,~~2021, and ~~2019,~~2020, the sources of revenue were as follows:

Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations.

There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon ~~delivery~~shipment of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial.

We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary.

Our payment terms for sales direct to distributors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists.

The following is a summary of equipment, at cost, less accumulated depreciation at September 30, ~~2020~~2021, and December 31, ~~2019:~~2020:

Depreciation expense for the nine months ended September 30, 2021, and 2020 was $1,580and ~~2019 was $3,432 and $2,501,~~$3,432, respectively.

In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for ~~$4,500,000.~~$4,500,000. The earliest patents expire in ~~2024.~~2024. The following is a summary of patents less accumulated amortization at September 30, ~~2020~~2021, and December 31, ~~2019:~~2020:

	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020

Patents	$	4,500,000	$	4,500,000	$	4,500,000	$	4,500,000

Less accumulated amortization		1,779,004		1,293,820		2,425,916		1,940,732

	$	2,720,996	$	3,206,180
Patents, net					$	2,074,084	$	2,559,268

Amortization expense associated with patents was ~~$485,184 and $485,183~~$485,184 for the nine months ended September 30, ~~2020~~2021, and ~~2019, respectively.~~ 2020.

The estimated future amortization expense related to patents as of September 30, ~~2020~~2021, is as follows:

During the nine months ended September 30, ~~2020,~~2021, the Company issued 5five (5) fixed rate promissory notes totaling ~~$800,000~~$475,000 for funding of ~~$401,424~~$475,000 with original terms of ~~six to~~ twelve months and interest rates of ~~8% to 10%~~15%. ~~If the notes are not paid at maturity, two of the five notes will bear a 22% default interest rate and the other three will bear a 24% default interest rate. As of September 30, 2020, four~~The holders of the promissory notes ~~became variable~~can convert the outstanding unpaid principal and accrued interest at a fixed conversion rate, ~~notes, which triggered the recognition of a derivative liability for the embedded conversion feature. As of September 30, 2020, all of the notes remain outstanding.~~subject to standard anti-dilution features.

During the nine months ended September 30, ~~2020,~~2021, the Company ~~converted six previous fixed rate~~amended the terms of two of its promissory notes ~~into variable rate notes in an accumulated amount of $833,250 as a result~~to accelerate the conversion feature and amend the conversion price of the notes not being paid at maturity and, therefore, triggering a conditional conversion option for the noteholder. The conversion rate is 70% and 75% of the Company’s common stock based on the terms included in the variable rate notes. As of September 30, 2020, the Company exchanged one of the variable notes with $316,494 unamortized principal and accrued interest into one fixed rate promissory notes for $525,000 due in twelve months from issuance date and convertible upon an event of default.instruments. The Company recorded the ~~exchange~~modification in accordance with ASC 470-50 Debt-Modifications and Extinguishmentsand recorded ~~$151,496~~$58,407 as ~~gain~~loss from debt extinguishment in the condensed consolidated statements of operations.

During the nine months ended September 30, 2021, the Company settled one of its promissory notes by issuing 1,515,152 restricted shares of the Company’s common stock with a fifteen percent (15%) make-whole provision. The Company recorded a gain on debt extinguishment of approximately $128,000.

During the nine months ended September 30, 2021, the Company paid $3,000 in cash for one of its fixed rate promissory notes.

During the nine months ended September 30, 2021, the Company converted $358,443 in principal and $99,892 in accrued but unpaid interest into 25,690,651 shares of common stock.

The gross amount of all convertible notes with variable conversion rates outstanding ~~at September 30, 2020 is $4,485,451, of which $4,418,626 are past maturity.~~

On May 20, 2020, the Company entered into modification and forbearance agreements (the “agreements”) with three investors as a condition for the execution of the equity line purchase agreement (see note 7), collectively totaling $4,397,000 in principal and approximately $1,080,000 in accrued interest. As long as the Equity Line Purchase Agreement is in effect and its terms are being complied with, the terms of the forbearance agreements include the extension of the maturity date, elimination of the conversion feature attached to the hybrid instrument and a 12.5% premium for future cash redemption.

On July 16, 2020, the Securities and Exchange Commission declared effective the registration statement on Form S-1, for the registration of the shares under the Equity Line Purchase Agreements, which was filed on June 23, 2020 and amended on July 10, 2020. Management reviewed the guidance per ASC 470-60 ~~Troubled debt restructurings~~ ~~and ASC 470-50~~ ~~Debt-Modifications and Extinguishments~~ ~~and concluded that the terms of the agreements were not substantially different~~ as of September 30, ~~2020 and accounted for the transaction as a debt modification.~~2021 is $4,770,926, of which $2,660,476 are past maturity.

Notes payable to a former related party in the aggregate amount of ~~$146,000~~ $132,600 were outstanding at September 30, ~~2020~~2021, which are past maturity date. The notes bear interest between ~~10%~~10% and ~~12%~~12% per annum. During the nine months ended September 30, ~~2020,~~2021, the Company paid ~~$19,000~~$10,400 in principal to this former related party.

As of September 30, ~~2020,~~2021, fixed rate notes payable outstanding totaled ~~$1,585,903,~~$1,292,154, of which ~~$724,903~~$85,154 is past maturity.

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020

Notes payable at beginning of period	$	6,874,795		$	8,158,198		$	6,835,196		$	6,874,795
Notes payable issued		717,918			2,101,000			475,000			1,364,611
Notes payable increased principal		25,190
Liquidated damages								-			452,095
Note modification								-			25,190
Loan fees added to note payable		82,082			91,250			-			120,389
Repayments of notes payable in cash		(19,000	)		(235,000	)		(13,400	)		(22,000	)
Less amounts converted to redeemable notes		-			(67,500	)
Less amounts exchanged to fixed rate notes		(283,000	)		-
Settlements on note payable								(117,770	)		(697,253	)
Less amounts converted to stock		(1,180,631	)		(3,173,153	)		(358,443	)		(1,282,631	)
Notes payable at end of period		6,217,354			6,874,795			6,820,583			6,835,196
Less debt discount		(115,981	)		(12,649	)		(48,927	)		(201,157	)
	$	6,101,373		$	6,862,146		$	6,771,656		$	6,634,039

Notes payable issued to related parties	$	146,000		$	165,000
Notes payable issued to non-related party	$	5,955,373		$	6,697,146
Notes payable issued to a former related party							$	132,600		$	143,000
Notes payable issued to non-related parties							$	6,639,056		$	6,491,039

	Notes to						Notes to
12 months ending,	Related parties		Non-related parties		Total		Former Related party		Non-related parties		Total
												��
Past due	$	146,000	$	5,045,354	$	5,191,354	$	132,600	$	3,370,533	$	3,503,133
September 30, 2021		-		1,026,000		1,026,000
September 30, 2022								-		3,317,450		3,317,450
	$	146,000	$	6,071,354	$	6,217,354	$	132,600	$	6,687,983	$	6,820,583

The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows:

									Number of		Number of Shares Outstanding
	Number of Shares Authorized		Number of Shares Outstanding at September 30, 2020		Par Value		Liquidation Value		Shares Authorized		at September 30, 2021		Par Value		Liquidation Value
Series AA		1,000,000		25,000	$	0.0010	$	-		1,000,000		25,000	$	0.0010	$	-
Preferred Series B		50,000		600	$	0.0001	$	100		50,000		600	$	0.0001	$	100
Preferred Series C		8,000		763	$	0.0001	$	1,000		8,000		738	$	0.0001	$	1,000
Preferred Series D		20,000		305	$	0.0001	$	1,000		20,000		305	$	0.0001	$	1,000
Undesignated		3,922,000		-		-		-		3,922,000		-		-		-

On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million ~~(1,000,000)~~(1,000,000) shares of a new series of preferred stock, par value ~~$0.001~~$0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The Series AA Super Voting Preferred Stockholders will receive no dividends nor any value on liquidation. As of September 30, ~~2020,~~2021, there were 25,000 shares of Series AA Preferred stock outstanding.

On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by ~~75%~~75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of ~~150%~~150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid, and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, ~~$100~~$100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. As of September 30, ~~2020,~~ 2021, 600 shares of Series B are outstanding.

On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a ~~$20.00~~$20.00 quarterly dividend commencing March 31, 2018, and each quarter thereafter and is to be redeemed for the stated value, ~~$1,000~~$1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Management determined that the Series C should be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2019. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock.

Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, ~~$1,000~~$1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B.

~~Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings and ASC 470-50~~ ~~Debt-Modifications and Extinguishments~~ and concluded that the changes to the terms of the Series C qualified for debt extinguishment and recorded a loss on debt extinguishment totaling approximately $604,000 for the nine months ended September 30, 2020.

Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of September 30, 2020.

During the nine months ended September 30, 2021, and 2020, the Company converted 25 and 1,051 shares of Series C into 1,111,111 and 2,754,822 shares of common stock. As of September 30, ~~2020,~~2021, there are ~~763~~738 shares of Series C outstanding.

On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to ~~0.01%~~0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. Management classified the Series D in permanent equity as of September 30, ~~2020.~~2021.

The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, ~~$1,000~~$1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. ~~During~~The Company did not issue any shares of Series D in the nine months ended September 30, ~~2020, 50~~2021. As of September 30, 2021, there are 305 shares of Series D ~~have been issued. As of September 30, 2020, there are 305 shares of Series D~~ outstanding.

On December 31, 2018, we entered into a non-transferrable investment agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the investment agreement is 81,250. A registration statement for the sale of our common stock related to the investment agreement went effective on February 11, 2019.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the investment agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP (“Volume Weighted Average Price”) of our common stock during the pricing period. However, if, on any trading day during a pricing period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the pricing period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.

~~There are circumstances under which we will not be entitled to put shares to the investor, including the following:~~

~~● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor.~~

~~● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market or becomes listed on a national securities exchange.~~

~~● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and~~

~~● we will not be entitled to put shares to the investor prior to the closing date of the preceding put.~~

~~In connection with the preparation of the investment agreement and the registration rights agreement, we incurred fees of $20,000.~~

~~In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250 shares.~~

On May 29, 2020, the Company filed a post-effective amendment on Form RW removing from registration all of the remaining unsold securities with respect to Amendment Number 1 to Registration Statement on Form S-1 filed January 8, 2019 Registration No. 333- 229146 and ordered Effective February 11, 2019. The shares removed from registration include all remaining shares under the Equity Line Purchase Agreement.

On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to ~~$10,000,000~~$10,000,000 (the “Commitment”) worth of the Company’s common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the investor pursuant to the ELPA.

The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($500,000 and 3,859,630 shares) based on the market price of the shares at the execution of the ELPA to be delivered in three tranches of 385,963 shares on: (i) the execution of the ELPA; (ii) thirty days after the effectiveness of the registration statement to be filed under the RRA (the “registration right agreement” or the “registration statement”), and (iii) 90 trading days after the effectiveness of the registration statement with the balance of the commitment shares to be issued pro-rata over the first ~~$3,000,000~~$3,000,000 of puts in accordance with a formula set forth in the ELPA.

The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below ~~$0.01,~~$0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below ~~$0.25~~$0.25 per share and up to 500,000 shares if the closing price is not below ~~$0.40~~$0.40 per share.

Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA.

The ELPA requires the Company to apply at least ~~50%~~50% of the proceeds of puts to the payment of certain variable rate convertible notes issued by the Company. The Company does not anticipate that it will raise any funds under the ELPA.

During the nine months ended September 30, 2021, the Company issued 25,690,651 shares of common stock for the conversion of principal notes and accrued interest in the amount of $458,335.

During the nine months ended September 30, 2021, the Company issued 4,333,668 shares of common stock labeled as commitment shares in connection with the issuance of promissory notes.

During the nine months ended September 30, 2021, the Company issued 7,000,000 shares of common stock pursuant to securities purchase agreement for total consideration of $126,000.

During the nine months ended September 30, 2021, the Company issued 1,111,111 shares of common stock with a value of $33,333, related to the conversion of Series C.

During the nine months ended September 30, 2021, the Company issued 4,020,986 shares of common stock with a value of $142,424, related to the settlement of debts, of which 2,505,834 shares of common stock were issued with a fair value of $84,697 to a former related party.

During the nine months ended September 30, 2021, the Company issued 2,500,000 shares of common stock in connection with the consulting agreement.

During the nine months ended September 30, 2020, pursuant to the execution of the ELPA, the Company issued 771,926 shares of common stock with a value of ~~$97,918.~~$97,918.

During the nine months ended September 30, 2020, the Company issued 8,501,004 shares of common stock for the conversion of notes and accrued interest in the amount of ~~$1,381,650.~~$1,381,650.

During the nine months ended September 30, 2020, the Company issued 2,754,822 shares of common stock with a value of ~~$1,400,934,~~$1,400,934, related to the conversion of Series C.

During the nine months ended September 30, 2020, the Company issued 58,428 shares of common stock to Series C with a value of ~~$8,152 to induce the holders~~$8,152 to convert into shares of common stock.

During the nine months ended September 30, 2020, the Company issued 385,000 shares of common stock with a value of ~~$39,500~~$39,500 related to services.

During the nine months ended September 30, 2020, the Company issued 409,000 shares with a value of ~~$58,855~~$58,855 to one investor to exchange one variable convertible note with remaining principal of ~~$283,000~~$283,000 past maturity for a fixed rate convertible note with principal of ~~$525,000~~$525,000 and maturing one year from issuance. The Company recorded a loss on debt extinguishment of ~~$151,496~~$151,496 for the fair value of the shares issued in accordance with guidance in ASC 470-50 Debt-Modifications and Extinguishments.

During the nine months ended September 30, 2020, the Company issued 1,234,568 shares of common stock in exchange for ~~$100,000~~$100,000 cash pursuant to the Securities Purchase Agreement.

During the nine months ended September 30, 2020, the Company issued 1,500,000 shares of common stock for total value of ~~$165,000~~$165,000 in exchange for 34,690 stock options regarding the ambiguity of price adjustment in the event of a reverse split that the Company completed on December 20, 2019.

During the nine months ended September 30, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of ~~$55,000.~~$55,000. The recording of this transaction resulted in a loss on debt extinguishment of ~~$55,000~~ $55,000 per ASC 470-60 Troubled Debt Restructurings.

~~The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable amount of shares of common stock for when the holder of the Variable Debenture converts.~~

~~During the nine months ended September 30, 2019, we issued 4,400 shares of common stock in exchange for $61,106 cash pursuant to the Investment Agreement.~~

~~During the nine months ended September 30, 2019, we issued 1,000 shares of common stock in exchange for $10,000 cash pursuant to the Securities Purchase Agreement.~~

~~During the nine months ended September 30, 2019, the Company issued 385,636 shares of common stock for the conversion of notes and accrued interest in the amount of $3,018,066.~~

~~During the nine months ended September 30, 2019, the Company issued 443 shares of common stock valued at $8,333 related to the extension of outstanding notes.~~

~~During the nine months ended September 30, 2019, the Company issued 10,340 shares of common stock with a value of $159,850, related to services.~~

During the nine months ended September 30, 2019, the Company issued 1,091 shares of common stock with a value of $26,545 as additional consideration for the issuance of two promissory notes totaling $336,000.

The balance of all stock options outstanding as of September 30, ~~2020,~~2021, is as follows:

				Weighted Average		Weighted Average Remaining		Aggregate					Weighted Average		Weighted Average Remaining		Aggregate
				Exercise Price		Contractual		Intrinsic					Exercise Price		Contractual		Intrinsic
	Options			Per Share		Term (years)		Value		Options			Per Share		Term (years)		Value
Outstanding at January 1, 2020		99,833		$	27.81		2.02		-
Outstanding at January 1, 2021											3,014,080		$	0.37		1.67		-
Granted		3,000,000		$	0.15		1.90		-		-		$	-		-		-
Cancelled		(80,232	)	$	21.86		0.17		-		(350	)	$	47.00		-		-
Exercised		-		$	-		-		-		-		$	-		-		-
Outstanding at September 30, 2020		3,019,601		$	0.50		3.23	$	-
Outstanding at September 30, 2021											3,013,730		$	0.37		0.92	$	-

Exercisable at September 30, 2020		269,601
Exercisable at September 30, 2021											1,263,730		$	0.67		0.95	$	-

Share-based compensation expense for the nine months ended September 30, 2021, totaled approximately $61,000.

The total unrecognized compensation expense amounts to approximately ~~$225,400~~$137,000 and should be recognized evenly over ~~a 32-month period. The weighted average grant date fair value for the nine months ended September 30, 2020 was $0.08.~~1.65 years.

On June 11, 2020, the Board of Directors approved the issuance of 74,668,000 non-incentive stock options to officers, directors, and key consultants. The key terms and conditions of the award have not been mutually understood and agreed upon, and as a result, the Company has not recognized stock compensation for such award for the nine months ended September 30, ~~2020.~~2021.

A summary of the status of the warrants granted under these agreements at September 30, ~~2020,~~2021, and changes during the nine months then ended is presented below:

	Outstanding Warrants							Outstanding Warrants
	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)					Weighted Average		Weighted Average Remaining
Outstanding at January 1, 2020		73,486		$	306.28		1.37
											Exercise Price		Contractual
								Shares			Per Share		Term (years)
Outstanding at January 1, 2021									39,295		$	200.72		0.93
Granted		-		$	-		-		-		$	-		-
Cancelled		(16,572	)	$	406.21		-		(13,180	)	$	449.15		-
Exercised		-		$	-				-		$	-
Outstanding at September 30, 2020		56,914		$	277.20		0.84
Outstanding at September 30, 2021									26,115		$	76.76		0.51

Exercisable at September 30, 2020		56,914		$	277.20		0.84
Exercisable at September 30, 2021									26,115		$	76.76		0.51

~~The Company measures the fair value of stock options~~Endonovo Therapeutics, Inc. and ~~warrants issued using the Black Scholes option pricing model using the following assumptions:~~Subsidiaries

One executive officer of the Company has agreed to defer a portion of his compensation until cash flow improves. As of September 30, 2021, the balance of the deferred compensation was $443,289, which reflects $225,000 accrual of deferred compensation and approximately $119,179 cash repayment of deferred compensation during the nine months ended September 30, 2021.

One former executive of the Company has ~~entered into note payable agreements with~~agreed to defer a portion of his compensation until cash flow improves. As of September 30, 2021, the ~~Company.~~balance of his deferred compensation was $632,257. No activity occurred during the nine months ended September 30, 2021.

From time-to-time officer of the Company advance monies to the Company to cover costs. The balance of ~~notes payable from~~short-term advances due to one officer of the ~~related party~~Company at September 30, ~~2020~~2021, was $6,529 and is ~~$146,000. The notes bear interest at between 10%-12% per annum and initially matured on June~~included in the Company’s accounts payable balance as of September 30, ~~2019. On September 29, 2019, the Company extended the maturity on all outstanding notes to December 31, 2019.~~2021. During the nine months ended September 30, ~~2020,~~2021, the Company’s executive officer advanced an aggregate amount of $13,405 for corporate expenses and notes repayment, of which $13,405 was repaid back as of September 30, 2021.

As of September 30, 2021, notes payable remain outstanding to the former President of the Company, ~~paid $19,000 principal to this related party.~~

in the amount of $132,600. As of September 30, ~~2020,~~2021, accrued interests on these notes payable totaled $64,852, and December 31, 2019, the balance of executives’ deferred compensation is $1,164,575 and $914,853, respectively, of which, $632,257 is related to deferred compensation owed to a former executive of the Company.

~~As of September 30, 2020, and December 31, 2019, the balance of accounts payable is $14,500 and $0, respectively. Such balance is presented~~are included in ~~Accounts payable in~~accrued expenses on the condensed consolidated balance ~~sheets.~~sheet.

The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:

Nine months ended September 30,

2020

2019

2021

2020

Expected term

1 - 6 months

1 month - 1 year

1 – 4 months

1 – 6 months

Exercise price

$0.05-$0.76

$3.90-$12.90

$0.012-$0.030

$0.05-$0.76

Expected volatility

157%-249%

134%-163%

177%-206%

157%-249%

Expected dividends

None

NaN

Risk-free interest rate

0.03% to 1.54%

1.72% to 2.87%

0.06% to 0.13%

0.03% to 1.54%

Forfeitures

None

NaN

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, ~~2020:~~2021:

Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

The Company’s balance sheet contains derivative liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.

The following table presents balances in the liabilities with significant unobservable inputs (Level 3) atas of September 30, ~~2020:~~2021:

	Fair Value Measurements Using								Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs					Quoted Prices in
	(Level 1)		(Level 2)		(Level 3)		Total			Active Markets for		Significant Other		Significant
										Identical Assets		Observable Inputs		Unobservable Inputs
As of September 30, 2020
										(Level 1)		(Level 2)		(Level 3)		Total

As of September 30, 2021
Derivative liability	$	-	$	-	$	3,456,851	$	3,456,851	$	-	$	-	$	6,446,149	$	6,446,149
Total	$	-	$	-	$	3,456,851	$	3,456,851	$	-	$	-	$	6,446,149	$	6,446,149

~~On May 17, 2020, the~~The Company ~~received~~is a ~~letter (the “Letter”) from an attorney representing~~defendant in a case brought by Auctus Fund, LLC ~~(“Auctus”),~~seeking to enforce a ~~lender to the Company,~~variable rate convertible note dated in August 2019, which ~~claimed that a convertible promissory note~~was in the original ~~principal~~ amount of ~~$275,250 (the “Note”) was “in default”.~~$275,250 and claiming damages in excess of $500,000, including other unspecified damages and attorney fees. The ~~Letter, among other things, threatened~~Company is vigorously defending the action and has filed an answer with counterclaims. While the matter is in its early stages and there are always uncertainties in litigation, ~~against~~management does not believe that the litigation will have a result significantly adverse to the Company. As of September 30, 2021, the balance of the variable rate convertible note is approximately $164,000, excluding approximately $31,000 in accrued interest.

The Company is subject to certain legal proceedings, which it considers routine to its business activities. As of September 30, 2021, the Company ~~and its officers for damages and liquidated damages. To~~believes, after consultation with legal counsel, that the ultimate outcome of such legal proceedings, whether individually or in the aggregate, is not likely to have a material adverse effect on the Company’s knowledge no action has been initiated in any court with respect to the Note. In the event Auctus were to commence litigation, the Company would defend the same vigorously and believes it has both valid defenses to any claims by and substantial counter-claims against Auctus.financial position, results of operations or liquidity.

~~The Company may become involved in various legal proceedings in the normal course of business.~~

During the nine months ended September 30, ~~2020,~~2021, we had two significant customers, which accounted for ~~36% and 20%~~approximately 61% of sales.

We also have a single source for our bioelectric medical devices, which account for ~~100%~~100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found.

At September 30, ~~2020,~~2021, we had ~~two customers~~one customer which accounted for ~~100%~~approximately 64% of our account receivable balances.

Subsequent to September 30, ~~2020,~~2021, an aggregate of ~~495,085~~ 1,770,656 shares of restricted common stock were issued on the conversion of ~~$15,000~~ $35,153 of principal and ~~$4,308~~ $260 of accrued interest pursuant to ~~Variable Notes.~~fixed promissory notes.

Subsequent to September 30, ~~2020,~~2021, the Company ~~issued 800,000 shares~~executed two convertible notes for aggregate principal of ~~restricted common stock to~~$175,000, carrying coupon of 15%, with due date one ~~consultant in accordance with the term of its consulting agreement.~~year from issuance date, convertible six months from issuance date at a fixed conversion rate.

Subsequent to September 30, ~~2020,~~2021, the Company agreed to issue 1,225,000 commitment shares pursuant to securities purchase agreement executed in conjunction with the two convertible notes executed post September 30, 2021.

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued ~~21,398 shares~~to determine if they must be reported. The Management of ~~common stock at a purchase price of $0.0701for total consideration of $1,500 to one investor.~~

~~On November 12,2020,~~ the Company issued a self-amortization promissory note with a one-year maturity in the principal amount of $585,000, for funding of $106,692 and retirement of previously issued note with the same investor for $440,000. As inducement, the Company issued 355,000 restricted shares of the Company’s common stock.determined that there were no other reportable subsequent events to be disclosed besides those noted above.

As a result of these issuances, the total number of common shares outstanding is 18,975,435, Preferred B shares outstanding is 600, Preferred C shares outstanding is 763 and Preferred D shares outstanding is 305.

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

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” and variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

Our independent registered auditors included an explanatory paragraph in their opinion on our consolidated financial statements as of and for the fiscal year ended December 31, ~~2019~~2020, that states that our ongoing losses and lack of resources causes doubt about our ability to continue as a going concern.

The World Health Organization declared the Coronavirus outbreak a pandemic on March 11, 2020, and in the United States various emergency actions have been taken on the National, State and Local levels. The effects of this pandemic on the Company’s business are uncertain.

A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained in our Form 10-K for the year ended December 31, ~~2019.~~2020. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions. We did not experience any significant changes during the nine months ended September 30, ~~2020~~2021, in any of our Critical Accounting Policies from those contained in our Form 10-K for the year ended December 31, ~~2019.~~2020.

See Note 1 of Notes to Condensed Consolidated Financial Statements for further discussion of new accounting standards that have been adopted or are being evaluated for future adoption.

Revenue of the Company’s SofPulse® product during the ~~three~~nine months ended September 30, ~~2020~~2021, was ~~$39,980,~~$72,789, a decrease of ~~$14,059,~~$81,507, or ~~26%~~approximately 53%, compared to ~~$54,039~~$154,296 for the ~~three~~nine months ended September 30, ~~2019.~~2020.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue has been negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will increase in future periods as the roll out of the SofPulse® product continues.

Cost of revenue during the three months ended September 30, 2020 was $760, a decrease of $8,165 or 91.5% compared to $8,925 for the three months ended September 30, 2019. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue.

~~It is anticipated that cost of revenue will increase in future quarters as the roll out of the SoftPulse® product continues.~~

Operating expenses decreased by $350,358 or 26.2%, to $986,019 for the three months ended September 30, 2020 compared to $1,336,377 for the three months ended September 30, 2019. This change was due primarily to a decrease in consulting fees of approximately $0.2 million, a decrease in professional fees of approximately $0.2 million.

Other expense for the quarter ended September 30, 2020 was an expense of $122,242 compared to expense of $114,933 for the quarter ended September 30, 2019. The change in the balance is not considered material.

Revenue of the Company’s SofPulse® product during the nine months ended September 30, 2020 was $154,296, a decrease of $7,424, or -4.6%, compared to $161,720 for the nine months ended September 30, 2019.

~~Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.~~

~~We anticipate that revenue will continue to increase in future periods as the roll out of the SofPulse® product continues.~~

Cost of revenue during the nine months ended September 30, ~~2020~~2021, was ~~$18,320,~~$6,124, a decrease of ~~$27,889~~$12,196 or ~~60.4%~~66.5% compared to ~~$46,209~~$18,320 for the nine months ended September 30, ~~2019.~~2020. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue. It is anticipated that cost of revenue will increase in future quarters as the roll out of the ~~SoftPulse®~~SofPulse® product continues.

Operating expenses decreased by ~~$830,373~~$444,795 or ~~26.0%~~18.9%, to $1,919,418 for the nine months ended September 30, 2021, compared to $2,364,213 for the nine months ended September 30, ~~2020 compared to $3,194,586 for the nine months ended September 30, 2019.~~2020. This change was due primarily to a decrease in consulting fees of approximately ~~$0.5 million and~~$107,000 a decrease in ~~professional fees of~~stock-based compensation by approximately ~~$0.3 million.~~$244,000, a decrease in payroll expense by approximately $88,000.

Other ~~income (expense)~~expense for the nine months ended September 30, ~~2020~~2021, was $3,648,471 compared an income of $3,862,963 ~~compared to an expense of $8,570,892~~ for the nine months ended September 30, ~~2019.~~2020. This change was due primarily to a change in valuation of our derivative liabilities of approximately ~~$10.8~~$8.9 million offset by a decrease of approximately $0.9 million in interest expense and a decrease of approximately $0.6 million in loss from debt extinguishment. We anticipate continued large fluctuations in other income/expense following quarterly re-evaluation of derivative liabilities.

Revenue of the Company’s SofPulse® product during the three months ended September 30, 2021, was $7,790, a decrease of $32,190, or 80.5%, compared to $39,980 for the three months ended September 30, 2020. Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue has been negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will continue to increase in future periods as the roll out of the SofPulse® product continues.

Cost of revenue during the three months ended September 30, 2021, was $3,103, an increase of $2,343 or 308.2% compared to $760 for the three months ended September 30, 2020. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue. It is anticipated that cost of revenue will increase in future quarters as the roll out of the SofPulse® product continues.

Operating expenses decreased by $289,076 or 29.4%, to $696,943 for the three months ended September 30, 2021, compared to $986,019 for the three months ended September 30, 2020. This change was due primarily to a decrease in stock-based compensation of approximately $230,000 and consulting fees by approximately $72,000.

Other expense for the three months ended September 30, 2021, was $831,418 compared to $122,242 for the three months ended September 30, 2020. This change was due primarily to a change in valuation of our derivative liabilities of approximately $962,000 coupled with a decrease in interest expense of approximately ~~$2.3 million.~~$207,000. We anticipate continued large fluctuations in other income (expense) as a result of quarterly re-evaluation of derivative liabilities.

	As of						Favorable			As of
	September 30, 2020			December 31, 2019			(Unfavorable)			September 30, 2021			December 31, 2020			Favorable (Unfavorable)
Working Capital

Current assets	$	8,625		$	62,555		$	(53,930	)	$	62,549		$	46,187		$	(16,362	)
Current liabilities		15,339,386			23,623,470			8,284,084			20,275,204			16,825,821			3,449,383
Working capital deficit	$	(15,330,761	)	$	(23,560,915	)	$	8,230,154		$	(20,212,655	)	$	(16,779,634	)	$	(3,433,021	)

Long-term debt	$	155,000		$	155,000		$	-		$	79,825		$	155,000		$	(75,175	)

Stockholders’ deficit	$	(12,762,282	)	$	(20,503,820	)	$	7,741,538		$	(18,218,396	)	$	(14,373,786	)	$	(3,844,610	)

	Nine Months Ended September 30,						Favorable			Nine Months Ended September 30,						Favorable
	2020			2019			(Unfavorable)			2021			2020			(Unfavorable)
Statements of Cash Flows Select Information

Net cash provided (used) by:
Operating activities	$	(548,734	)	$	(2,232,626	)	$	1,683,892		$	(595,288	)	$	(548,734	)	$	(46,554	)
Investing activities	$	-		$	(2,594	)	$	2,594		$	-		$	-		$	-
Financing activities	$	532,424		$	1,861,106		$	(1,328,682	)	$	587,600		$	532,424		$	55,176

Since ~~inception~~January 1, 2021, and through September 30, ~~2020,~~2021, the Company has raised approximately $0.6 million in ~~equity and~~ debt transactions. These funds have been used to ~~commence the operations of the Company to acquire and begin the development of its intellectual property portfolio. These activities include attending trade shows and~~fund on-going corporate ~~development.~~operations. Our accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed consolidated financial statements. Our cash on hand at September 30, 2021 was less than $6,000. The Company has incurred substantial losses since inception. Its current liabilities exceed its current assets and available cash is not sufficient to fund expected future operations. The Company is contemplating raising additional capital through debt and equity ~~securities~~ in order to continue the funding of its ~~operations.~~operations and to acquire a profitable business. However, there is no assurance that the Company can raise ~~enough~~sufficient funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its common stock and is seeking out profitable companies. Our cash on hand at September 30, 2020 was less than $3,000. This will be insufficient to fund operations if additional capital is not raised. The Company raised an aggregate of $ 551,424 through the sale of equity and debt securities during the nine months ended September 30, 2020.

The Company is not aware of any recently issued accounting pronouncements that when adopted will have a material effect on the Company’s financial position or result of its operation.

We are a Smaller Reporting Company and are not required to provide the information under this item.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of September 30, ~~2020~~2021, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ended September 30, ~~2020.~~2021. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remains under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

We are a Smaller Reporting Company (as defined in Rule 12b-2 of the Exchange Act) and are not required to provide the information under this item.

Number of	Number of				Number of
Common Shares	Common Shares	Source of			Common Shares	Source of
Issued	Issued	Payment	Amount		Issued	Payment	Amount
	133,334	Conversion Series C Preferred	$	13,333
	759,669	Conversion of notes	$	70,410	25,690,651	Conversion of notes	$	1,076,203
	1,500,000	Exchange of options	$	165,000	1,111,111	Conversion of Preferred Series C		33,333
	360,000	Services	$	36,000	7,000,000	Issuance for cash		126,000
	500,000	Exchange note inducement	$	55,000	4,020,986	Settlement of debt		142,424
	1,234,568	Issuance for cash		100,000	2,500,000	Shares for services		95,250
	385,963	Commitment shares		42,379	4,333,668	Commitment shares		155,282

The above issuances of securities during the ~~three~~nine months ended September 30, ~~2020~~2021, were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

In accordance with SEC Release 33-8238, ~~Exhibit~~Exhibits 32.1 and 32.2 are being furnished and not filed.

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Delaware		45-2552528
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Large accelerated filer ~~[ ]~~☐	Accelerated filer ~~[ ]~~☐

Non-accelerated filer ~~[X]~~ ☒	Smaller reporting company ~~[X]~~☒

	Emerging growth company ~~[ ]~~☐

		Page Number
PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited).		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		2928
Item 4.	Controls and Procedures.		2928

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.		3029
Item 1A.	Risk Factors.		3029
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		3029
Item 3.	Defaults Upon Senior Securities.		3130
Item 4.	Mine Safety Disclosures		3130
Item 5.	Other Information.		3130
Item 6.	Exhibits.		3130

SIGNATURES			3231

	Series AA Preferred Stock				Series B Convertible Preferred Stock				Common Stock				Additional Paid-in		Subscription			Retained			Total Shareholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Receivable			Earnings			Deficit

Balance December 31, 2018 (*)		25,000	$	25		600	$	1		431,063	$	43	$	24,229,945	$	(1,570	)	$	(35,620,282	)	$	(11,391,838	)
Common stock issued for cash (*)		-		-		-		-		2,000		-		27,559		-			-			27,559
Common stock issued for services (*)		-		-		-		-		4,132		-		92,084		-			-			92,084
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		11,512		-			-			11,512
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		78,044		8		2,002,174		-			-			2,002,182
Valuation of stock issued with notes (*)		-		-		-		-		1,091		-		26,545		-			-			26,545
Valuation of common stock issued for note extensions		-		-		-		-		443		-		8,333		-			-			8,333
Valuation of stock options issued for service		-		-		-		-		-		-		5,170		-			-			5,170
Net loss for the quarter ended March 31, 2019		-		-		-		-		-		-		-		-			(2,406,225	)		(2,406,225	)
Balance March 31, 2019 (*)		25,000		25		600		1		516,773		51		26,403,322		(1,570	)		(38,026,507	)		(11,624,678	)

Common stock issue for cash (*)		-		-		-		-		2,400		-		33,547		-			-			33,547
Common stock issued for services (*)		-		-		-		-		3,025		-		37,813		-			-			37,813
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		3,818		-			-			3,818
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		208,360		21		3,134,960		-			-			3,134,981
Valuation of stock options issued for services		-		-		-		-		-		-		5,170		-			-			5,170
Net loss for the quarter ended June 30, 2019		-		-		-		-		-		-		-		-			(7,837,546	)		(7,837,546	)
Balance June 30, 2019 (*)		25,000		25		600		1		730,558		72		29,618,630		(1,570	)		(45,864,053	)		(16,246,895	)
Common stock issued for cash (*)		-		-		-		-		1,000		-		10,000		-			-			10,000
Common stock issued for services (*)		-		-		-		-		3,182		-		29,954		-			-			29,954
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		99,232		10		1,031,237		-			-			1,031,247
Shares issued with lock-up agreements (*)		-		-		-		-		310		-		3,788		-			-			3,788
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		1,003		-			-			1,003
Valuation of stock option issued for services		-		-		-		-		-		-		11,103		-			-			11,103
Net loss for the quarter ended September 30, 2019		-		-		-		-		-		-		-		-			(1,406,196	)		(1,406,196	)
Balance September 30, 2019		25,000		25		600		1		834,283		83		30,705,715		(1,570	)		(47,270,249	)		(16,565,996	)


	Series AA				Series B Convertible				Series D Convertible				Series C Convertible									Additional									Total
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock					Common Stock				Paid-in			Subscription			Retained			Shareholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Capital			Receivable			Earnings			Deficit

Balance December 31, 2019		25,000	$	25		600	$	1		255	$	-		-			-		1,189,204	$	118	$	32,432,392		$	(1,570	)	$	(52,934,786	)	$	(20,503,820	)

Reclassification Preferred Series C		-		-		-		-		-		-		1,814			-		-		-		2,418,269			-			-			2,418,269
Shares issued for Preferred Series D		-		-		-		-		50		-		-			-		-		-		50,000			-			-			50,000
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-		-			-		4,388,291		439		2,545,275			-			-			2,545,714
Shares issued for conversion of Preferred Series C to common share		-		-		-		-		-		-		(936	)		-		1,636,166		164		(164	)		-			-			-
Valuation of stock options issued for services		-		-		-		-		-		-		-			-		-		-		9,567			-			-			9,567
Restricted shares issued as inducement to Series C
Restricted shares issued as inducement to Series C, shares
Common stock issued for services
Common stock issued for services, shares
Commitment shares
Commitment shares, shares
Common stock issued with exchange of convertible notes
Common stock issued with exchange of convertible notes, shares
Shares issued for exchange of stock options
Shares issued for exchange of stock options, shares
Shares issued as inducement to note holder
Shares issued as inducement to note holder, shares
Common stock issued for cash
Common stock issued for cash, shares
Shares issued as commitment to note holders
Shares issued as commitment to note holders, shares
Common Shares issued for debt settlement
Common Shares issued for debt settlement, shares
Shares issued as settlement of debt with former related party
Shares issued as settlement of debt with former related party, shares
Stock-based compensation
Common shares issued pursuant to consulting agreement
Common shares issued pursuant to consulting agreement
Common shares issued as commitment to note holders
Common shares issued as commitment to note holders, shares
Net loss for the quarter ended March 31, 2020		-		-		-		-		-		-		-			-		-		-					-			4,338,418			4,338,418
Balance March 31, 2020		25,000		25		600		1		305		-		878			-		7,213,661		721		37,455,339			(1,570	)		(48,596,368	)		(11,141,852	)

Shares issued for conversion of Preferred Series C to Common share		-		-		-		-		-		-		(105	)		-		985,322		99		27			-			-			126
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-							3,353,044		335		475,627			-			-			475,962
Restricted shares issued as inducement to Series C		-		-		-		-		-		-		-			-		58,428		6		8,146			-			(8,152	)		-
Common stock issued for services		-		-		-		-		-		-							25,000		3		3,497			-			-			3,500
Commitment shares		-		-		-		-		-		-							385,963		39		55,501			-			-			55,540
Common stock issued with exchange of convertible notes		-		-		-		-		-		-							409,000		41		58,814			-			-			58,855
Net loss for the quarter ended June 30, 2020		-		-		-		-		-		-							-		-		-			-			(1,634,651	)		(1,634,651	)

Balance June 30, 2020		25,000		25		600		1		305		-		773			-		12,430,418		1,244		38,056,951			(1,570	)		(50,239,171	)		(12,182,520	)

Shares issued for conversion of Preferred Series C to Common share		-		-		-		-		-		-		(10	)		-		133,334		13		(13	)		-			-			-
Shares issued for exchange of stock options		-		-		-		-		-		-		-			-		1,500,000		150		164,850			-			-			165,000
Shares issued as inducement to note holder		-		-		-		-		-		-		-			-		500,000		50		54,950			-			-			55,000
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-		-			-		759,669		76		70,334			-			-			70,410
Common stock issued for cash		-		-		-		-		-		-		-			-		1,234,568		123		99,877			-			-			100,000
Common stock issued for services		-		-		-		-		-		-		-			-		360,000		36		35,964			-			-			36,000
Valuation of stock options issued for services		-		-		-		-		-		-		-			-		-		-		20,490			-			-			20,490
Commitment shares		-		-		-		-		-		-		-			-		385,963		39		42,340			-			-			42,379
Net loss for the quarter ended September 30, 2020		-		-		-		-		-		-		-			-		-		-		-			-			(1,069,041	)		(1,069,041	)

Balance September 30, 2020		25,000		25		600		1		305		-		763			-		17,303,952		1,731		38,545,743			(1,570	)		(51,308,212	)		(12,762,282	)

	September 30, 2020		December 31, 2019

Autos	$	64,458	$	64,458
Medical equipment		13,969		13,969
Other equipment		11,367		11,367
		89,794		89,794
Less accumulated depreciation		87,311		83,879
	$	2,483	$	5,915

Twelve Months Ending September 30,	Amount

2021	$	646,910
2022		646,910
2023		646,910
2024		646,910
2025		133,356

Total	$	2,720,996

	Derivative
	Liability
Balance December 31, 2019	$	10,599,690

Issuance of convertible debt		785,057
Extinguishment following note exchange		(177,422	)
Settlements by debt settlement		(1,733,849	)
Change in estimated fair value		(6,016,625	)

Balance September 30, 2020	$	3,456,851

	Derivative
	Liability
Balance December 31, 2020	$	4,202,597

Extinguishment		(133,386	)
Debt conversion		(585,857	)
Change in estimated fair value		2,962,795

Balance September 30, 2021	$	6,446,149

	Three Months Ended September 30,						Favorable
	2020			2019			(Unfavorable)			%

Revenue	$	39,980		$	54,039		$	(14,059	)		-26.0	%
Cost of revenue		760			8,925			8,165			91.5	%
Gross profit		39,220			45,114			(5,894	)		-13.1	%

Operating expenses		986,019			1,336,377			350,358			26.2	%

Loss from operations		(946,799	)		(1,291,263	)		344,464			26.7	%

Other expense		(122,242	)		(114,933	)		(7,309	)		-6.4	%

Net loss	$	(1,069,041	)	$	(1,406,196	)	$	337,155			24.0	%

	Nine Months Ended September 30,						Favorable
	2021			2020			(Unfavorable)			%

Revenue	$	72,789		$	154,296		$	(81,507	)		-52.8	%
Cost of revenue		6,124			18,320			12,196			66.5	%
Gross profit		66,665			135,976			(69,311	)		-50.9	%

Operating expenses		1,919,418			2,364,213			444,795			18.9	%

Loss from operations		(1,852,753	)		(2,228,237	)		375,484			16.9	%

Other (expense) income		(3,648,471	)		3,862,963			(7,511,434	)		194.5	%

Net loss	$	(5,501,224	)	$	1,634,726		$	(7,135,950	)		436.5	%

	Three Months Ended September 30,						Favorable
	2021			2020			(Unfavorable)			%

Revenue	$	7,790		$	39,980		$	(32,190	)		-80.5	%
Cost of revenue		3,103			760			2,343			308.2	%
Gross profit		4,687			39,220			(34,533	)		-88.0	%

Operating expenses		696,943			986,019			289,076			29.4	%

Loss from operations		(692,256	)		(946,799	)		254,543			26.9	%

Other income (expense)		(831,418	)		(122,242	)		(709,176	)		-580.2	%

Net income (loss)	$	(1,523,674	)	$	(1,069,041	)	$	(454,633	)		42.5	%

Exhibit Number		Exhibit Title

31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *101		The following materials from the Company’s Quarterly report for the period ended September 30, 2021, formatted in Extensible Business Reporting Language (XBRL).

101.INS		Inline XBRL Instance 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 Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.SCH *104		Cover Page Interactive Data File (embedded within the Inline XBRL ~~Taxonomy Schema~~

101.CAL *		~~XBRL Taxonomy Calculation Linkbase~~

101.DEF *		~~XBRL Taxonomy Definition Linkbase~~

101.LAB *		~~XBRL Taxonomy Label Linkbase~~

101.PRE *		~~XBRL Taxonomy Presentation Linkbase~~document)

Dated: November 19, ~~2020~~2021	Endonovo Therapeutics, Inc.

	By:	/s/ Alan Collier
		Alan Collier
		Chief Executive Officer (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)