What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-02-25 compared with 2021-04-06 · 140 added, 443 removed, 191 unchanged (75% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY;

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

for Registrant’s Common Equity

Company became subject to Securities Exchange Act Reporting Requirements in October 2012.

The symbol “ALLM”

for its securities.

The Company’s common stock commenced trading on the OTCBB on February 5, 2014.

November 13, 2018, the Company filed a Form 15, suspending its duty to file reports under sections 13 and 15(d) of the Securities

Exchange Act.

The symbol “BIOF” is assigned for

its securities.

The Company’s common stock commenced trading on the OTCBB on February 5, 2014, under the symbol ALLM and changed

to BIOF on August 27, 2021.

November 13, 2018, the Company filed a Form 15, suspending its duty to file reports under sections 13 and 15(d) of the Securities Exchange

The Company has subsequently traded on the Pink Sheets.

On January 5, 2021, the Company filed a Form 10 Registration

Statement to become fully reporting again.

November 2015, the Company began a third round of financing wherein each unit sold consists of one (1) share of common stock,

one (1) series C Warrant for a period of three (3) years convertible to .5 common share at an exercise price of $0.45 and one

(1) series D Warrant for a period of three (3) years convertible to .5 common share at an exercise price of $0.65.

offering the Company has sold 1,460,898 units.

605,449 series C and 555,449 series D were repriced as part of a later financing

to $0.05 per share and a five (5) year term.

All other warrants from this financing have expired.

January 2016, the Company began a fourth round of financing wherein each unit consist of one (1) share of common stock and one

(1) series E warrant for a period of five (5) years convertible into one (1) share of common stock at an exercise price of $0.45

Through this offering the Company has sold 4,535,517 units.

March 2016, the Company began a fifth round of financing wherein each unit consist of three million seven hundred seventeen thousand

seven hundred eighty-five (3,717,785) shares of common stock and four million five hundred thousand (4,500,000) series F warrants

for a period of five (5) years at an exercise price of $0.25 per share.

Each warrant is convertible into one (1) share of common

All these warrants have expired.

October 2016, the Company began a sixth round of financing wherein each unit consist of one (1) share of common stock and one

(1) series E warrant for a period of five (5) years convertible into one (1) share of common stock at an exercise price of $0.45

Through this offering the Company sold 6,887,550 units.

4,666,667 series E warrants were repriced as part of a later

financing to $0.05 per share.

March 2020, the Company issued units to a single individual consisting of one (1) share of common stock at a price of $0.05 per

share, one (1) warrant to purchase common stock at a price of $0.05 per share for four (4) months, one (1) warrant to purchase

common stock at the closing price not to exceed a price of $0.10 per share for eight (8) months, and one (1) warrant to purchase

common stock at the closing price not to exceed a price of $0.15 per share for a period of twelve (12) months.

5,000,000 units

As of the date of this filing, the first set of warrants have been exercised, 1,639,344 of the second set were exercised,

and all 5,000,000 of the third set have been exercised.

No warrants remain to be exercised.

November 2020, the Company began another round of financing wherein each unit consists of one (1) share of common stock and one

(1) warrant to purchase common stock at a price of $0.15 per share for two (2) years.

On January 5, 2021, the Company filed a Form 10 Registration Statement to

become fully reporting again and has been fully reporting ever since.

November 2020, the Company began a round of financing wherein each unit consists of one (1) share of common stock and one (1) warrant

to purchase common stock at a price of $0.15 per share for two (2) years.

The Company sold 7,843,332 units.

This financing

was closed on January 5, 2021.

financings, and some earlier financing not reported here, have not contained warrants attached to them, or if they have all such

warrants have expired or been exercised.

At various times over the years, warrants have been issued for services, as parts of

contracts, or in settlement agreements.

This financing was closed

on January 5, 2021.

financings have not contained warrants attached to them, or if they have all such warrants have expired or been exercised.

times over the years, warrants have been issued for services, as parts of contracts, or in settlement agreements.

Warrants also remain

from some prior financings.

of the date of filing, not including expired or exercised warrants, the Company has issued warrants to purchase an aggregate of 28,321,961

shares of common stock.

The exercise prices associated with these agreements range from $0.005 to $2.00 and terms range

from four months to ten (10) years.

March 2015, the Company’s Board of Directors approved a resolution to compensate the board’s independent directors

with cash, equity or options per quarter under the Company’s 2012 Employee, Director Stock Plan.

That was rescinded via

a Board Resolution dated July 6, 2018, whereby all quarterly board compensation shall be in cash unless authorized by a future

Board Resolution.

A Board Resolution dated September 21.

2020, changed board compensation, starting in Q4 2020, to be only in

of the date of filing, the company has issued option agreements to its independent directors, employees, and consultants, to purchase

an aggregate of 46,437,099 shares of common stock which 12,167,099 have vested and 33,270,000 have not yet vested.

prices range from $0.042 to $0.45 and terms range from five (5) to ten (10) years.

than the foregoing agreements, none of the Company’s shares of Common Stock are subject to outstanding options or warrants.

The exercise prices associated with these agreements range from $0.005 to $0.45 and terms range from twenty four

months to ten (10) years.

of the date of this filing, the company has issued option agreements to its independent directors, officers, employees, and consultants,

to purchase an aggregate of 47,384,466 shares of common stock of which 22,724,466 have vested and 24,660,000 have not yet vested.

exercise prices range from $0.042 to $0.45 and terms range from five (5) to ten (10) years.

than the foregoing, none of the Company’s shares of Common Stock are subject to outstanding options or warrants.

of the date of filing, there were 274,153,883 shares of common stock outstanding and approximately 329 stockholders of record.

Agent and Registrar

Company’s transfer agent is ClearTrust, LLC., 16540 Pointe Village Dr., Suite 205, Lutz, FL 33558, Phone:

813-235-4490.

Company has never paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends on its Common

Stock in the foreseeable future.

The Company intends to retain future earnings to fund ongoing operations and future capital requirements

of its business.

Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be

dependent upon the Company’s financial condition, results of operations, capital requirements and such other factors as

the Board of Directors deems relevant.

Company has never paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends on its Common Stock in

the foreseeable future.

The Company intends to retain future earnings to fund ongoing operations and future capital requirements of its

Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon

the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors

deems relevant.

Authorized for Issuance Under Equity Compensation Plans

are currently, as of the date of filing, fully earned and vested option agreements in place to purchase an aggregate of 12,167,099

shares of common stock under the Company’s 2012 Employee, Director Stock Plan and there are additional agreements vesting

over the next 5 years, or conditional upon events, to purchase an additional 34,270,000 shares of common stock.

Plan Category

Maximum number of securities reserved under equity compensation plan

Exercise price of outstanding options, warrants, and rights

Number of securities to be issued upon exercise of outstanding options, warrant, and rights

Equity compensation plans approved by security holders

$0.042 - $0.45

Equity compensation plans not approved by security holders

Plan provides that awards may be granted to officers, employees, consultants, or directors of the Company and its affiliates (“

Persons ”).

The Plan permits the board of directors of the Company to grant three types of awards (“

Awards ”)

are currently, as of the date of filing, fully earned and vested option agreements in place to purchase an aggregate of 22,724,466 shares

of common stock under the Company’s 2021 Employee, Director Stock Plan and there are additional agreements vesting over the next

5 years, or conditional upon events, to purchase an additional 24,660,000 shares of common stock.

number of securities reserved under equity compensation plan

average exercise price of outstanding options, warrants, and rights

of securities to be issued upon exercise of outstanding options, warrant, and rights

Equity compensation

plans approved by security holders

Equity compensation plans

not approved by security holders

Plan provides that awards may be granted to officers, employees, consultants, or directors of the Company and its affiliates (“ Eligible

The Plan permits the board of directors of the Company to grant three types of awards (“ Awards ”)

to Eligible Persons:

(a) a stock appreciation right (“

Stock Appreciation Right ”);

(b) a stock option (“

Option ”);

and (c) a stock award (“

Stock Award ”).

(a) a stock appreciation right (“ Stock Appreciation Right ”);

(b) a stock option (“ Stock

and (c) a stock award (“ Stock Award ”).

Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types:

(a) incentive Stock

(a) incentive Stock Options;

and (b) non-qualified Stock Options.

The exercise price per share under a Stock Option is determined by the administrator

of the Plan (which is either the entire board or a designated committee comprised solely of independent directors);

however, that such exercise price is not less than the fair market value per Purchaser Share on the date the Stock Option is granted,

subject to certain exceptions.

The term of each Stock Option is fixed by the administrator of the Plan and no incentive Stock

Option may be exercisable more than 10 years after the date such incentive Stock Option is granted.

The Plan provides that other

terms and conditions may be attached to a particular Stock Option, such terms and conditions to be referred to in an option agreement.

the event an option holder ceases to be an Eligible Person other than by reason of death, disability or cause, the option holder

may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such termination.

In the event an option holder ceases to be an Eligible Person by reason of death or disability, the option holder or his or her

representative, as applicable, may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable

on the date of such death or disability.

All outstanding and unexercised Stock Options of an option holder will be cancelled in

the event that such person ceases to be an Eligible Person by reason of cause.

Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted

under the Plan.

Stock Appreciation Rights granted on a stand-alone basis may be exercisable only at such time or times and to

such extent as determined by the administrator of the Plan.

Stock Appreciation Rights granted in conjunction with all or part

of any Stock Option may be exercisable only at the time or times and to the extent that the Stock Options to which they relate

are exercisable.

Upon the exercise of a Stock Appreciation Right, a holder will be entitled to receive an amount in cash, Purchaser

Shares or both, which in the aggregate is equal in value to the difference in the fair market value of the Purchaser Shares at

the date of exercise less the fair market value of the Purchaser Shares at the date of grant.

Awards may be directly issued under the Plan, subject to such terms, conditions, performance requirements, restrictions, forfeiture

provisions, contingencies and limitations as the administrator of the Plan may determine.

to adjustment as provided in the Plan, the aggregate number of shares of common stock which may be delivered under the Plan shall

not exceed a number equal to 15% of the total number of shares of common stock outstanding.

The maximum number of shares of common

stock which may be delivered under the Plan shall automatically increase by a number sufficient to cause the number of shares

of common stock covered by the Plan to equal 15% of the total number of shares of common stock then outstanding, assuming for

this purpose the conversion into common stock of all outstanding securities that are convertible by their terms (directly or indirectly)

into common stock.

The exercise price per share of common stock purchasable under a Stock Option shall be determined by the administrator

provided, however, that the exercise price per share shall be not less than the Fair Market Value (as defined in

the Plan) per share on the date the Stock Option is granted, or if the Stock Option is intended to qualify as an Incentive Stock

Option and is granted to an individual who is a Ten Percent Holder (as defined in the Plan), not less than 110% of such Fair Market

Value per share.

The term of each Stock Option shall be fixed by the administrator of the Plan, but no Incentive Stock Option

shall be exercisable more than 10 years (or five years in the case of an individual who is a Ten Percent Holder) after the date

the Incentive Stock Option is granted.

The exercise price per share under a Stock Option is determined by the administrator of the Plan

(which is either the entire board or a designated committee comprised solely of independent directors);

provided, however, that such

exercise price is not less than the fair market value per Purchaser Share on the date the Stock Option is granted, subject to certain

The term of each Stock Option is fixed by the administrator of the Plan and no incentive Stock Option may be exercisable

more than 10 years after the date such incentive Stock Option is granted.

The Plan provides that other terms and conditions may be attached

to a particular Stock Option, such terms and conditions to be referred to in an option agreement.

the event an option holder ceases to be an Eligible Person other than by reason of death, disability or cause, the option holder may

exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such termination.

In the event an option holder ceases to be an Eligible Person by reason of death or disability, the option holder or his or her representative,

as applicable, may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of

such death or disability.

All outstanding and unexercised Stock Options of an option holder will be cancelled in the event that such

person ceases to be an Eligible Person by reason of cause.

Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under

Stock Appreciation Rights granted on a stand-alone basis may be exercisable only at such time or times and to such extent as

determined by the administrator of the Plan.

Stock Appreciation Rights granted in conjunction with all or part of any Stock Option may

be exercisable only at the time or times and to the extent that the Stock Options to which they relate are exercisable.

Upon the exercise

of a Stock Appreciation Right, a holder will be entitled to receive an amount in cash, Purchaser Shares or both, which in the aggregate

is equal in value to the difference in the fair market value of the Purchaser Shares at the date of exercise less the fair market value

of the Purchaser Shares at the date of grant.

Awards may be directly issued under the Plan, subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions,

contingencies and limitations as the administrator of the Plan may determine.

to adjustment as provided in the Plan, the aggregate number of shares of common stock which may be delivered under the Plan shall not

exceed a number equal to 15% of the total number of shares of common stock outstanding.

The maximum number of shares of common stock

which may be delivered under the Plan shall automatically increase by a number sufficient to cause the number of shares of common stock

covered by the Plan to equal 15% of the total number of shares of common stock then outstanding, assuming for this purpose the conversion

into common stock of all outstanding securities that are convertible by their terms (directly or indirectly) into common stock.

price per share of common stock purchasable under a Stock Option shall be determined by the administrator of the Plan;

provided, however,

that the exercise price per share shall be not less than the Fair Market Value (as defined in the Plan) per share on the date the Stock

Option is granted, or if the Stock Option is intended to qualify as an Incentive Stock Option and is granted to an individual who is

a Ten Percent Holder (as defined in the Plan), not less than 110% of such Fair Market Value per share.

The term of each Stock Option

shall be fixed by the administrator of the Plan, but no Incentive Stock Option shall be exercisable more than 10 years (or five years

in the case of an individual who is a Ten Percent Holder) after the date the Incentive Stock Option is granted.

Sales of Unregistered Securities

is a list of securities sold by the Company from January 1, 2020 through the date of filing which were not registered under the

Securities Act.

Date of Investment

Amount of Securities Sold

Consideration

Steven Dunkle Revocable Trust

Purchased @ $0.05 per share

Professional Services

Conversion of Back Director’s Fees

Chris J Kneppers

Purchased @ $0.05 per share

Purchased @ $0.065 per share

Andrew Cullen

Purchased @ $0.07 per share

Jozef Kneppers

Purchased @ $0.09 per share

Chris J Kneppers

Exercise of Warrants @ $0.05 per share

Cashless Exercise of Options

Chris Jemapete

Convertible Debenture

Professional Services

Chris J Kneppers

Exercise of Warrants @ $0.061 per share

Barrel House Investments, LLC

Purchased @ $0.075 per share

John Romanowich

Purchased @ $0.075 per share

Tau Holdings Ltd.

Purchased @ $0.075 per share

Date of Investment

Title of Security

Amount of Securities Sold

is a list of securities sold by the Company from January 1, 2021 through the date of filing which were not registered under the Securities

of Investment

of Securities Sold

Consideration

Purchased @ $0.075 per share

Purchased @ $0.075

Dave Vanchina

27 unchanged sentences

Exercise of Warrants

The Loyalty American Companies, Inc.

The Loyalty American Companies,

Exercise of Warrants

19 unchanged sentences

Convertible Debenture

Frank & Joan Costabile Trust

Frank & Joan Costabile

Purchased @ $0.25 per share

Stacy Costabile

Purchased @ $0.25 per share

Purchased @ $0.25

Randall Brodsky

4 unchanged sentences

Purchased @ $0.25 per share

Bohdan Rudawski Revocable Trust

Bohdan Rudawski Revocable

Purchased @ $0.25 per share

2 unchanged sentences

Purchased @ $0.25 per share

Bruce Greenburg Revocable Trust

Bruce Greenburg Revocable

Exercise of Warrants

14 unchanged sentences

Exercise of Warrants

Marjorie A Fidler & Michael Fidler

Marjorie A Fidler & Michael

Purchased @ $0.25 per share

7 unchanged sentences

Exercise of Warrants

Bradley S Schmarak Declaration of Trust

Bradley S Schmarak Declaration

Exercise of Warrants

Bryan I Schwartz Revocable Trust

Bryan I Schwartz Revocable

Exercise of Warrants

1 unchanged sentence

Exercise of Warrants

Daniel Lehrhoff and Patti Lehrhoff Trust

Daniel Lehrhoff and Patti

Lehrhoff Trust

Exercise of Warrants

17 unchanged sentences

Exercise of Warrants

Tyler & Brett Properties, LLC

Purchased @ $0.25 per share

Matthew & Ashley Beck

Tyler & Brett Properties,

Purchased @ $0.25 per share

Purchased @ $0.25

Capital Consulting, Inc.

35 unchanged sentences

Purchased @ $0.25 per share

Anthony S De Leo & Paul De Leo JTWROS

Anthony S De Leo & Paul

De Leo JTWROS

Purchased @ $0.25 per share

4 unchanged sentences

Exercise of Warrants

SLMJ Rocky 2017 Opportunity Trust

SLMJ Rocky 2017 Opportunity

Exercise of Warrants

SLMJ Rocky 2017 Opportunity Trust

SLMJ Rocky 2017 Opportunity

Exercise of Warrants

SLMJ Rocky 2017 Opportunity Trust

SLMJ Rocky 2017 Opportunity

Exercise of Warrants

2 unchanged sentences

Tom Camerlengo

Cashless Exercise of Options

Cashless Exercise

Chris Kneppers

12 unchanged sentences

Purchased @ $0.25 per share

Randall Brodsky

Purchased @ $0.25 per share

Tom Camerlengo

Cashless Exercise of Options

Professional Services

Randall Brodsky

Purchased @ $0.25 per share

Lucken Revocable Trust

Purchased @ $0.25 per share

Lucken Revocable Trust

Purchased @ $0.25 per share

Bohdan Rudawski

Purchased @ $0.25 per share

Stacy Costabile

Purchased @ $0.25 per share

Vestech Securities, Inc.

Professional Services

Bret Williams

Professional Services

Tom Camerlengo

Exercise of Warrants

securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration

requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rules

requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504

and 506 of Regulation D.

SELECTED FINANCIAL DATA

a smaller reporting company, it is not required to provide the information required by this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

following discussion should be read in conjunction with the Company’s audited financial statements and the notes thereto.

Forward-Looking

annual report contains forward-looking statements and information relating to the Company that are based on the beliefs of its

management as well as assumptions made by, and information currently available to, its management.

When used in this report, the

words “believe,”

“anticipate,”

“expect,”

“estimate,”

“intend”, “plan”

and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements.

These statements reflect management’s current view of the Company concerning future events and are subject to certain risks,

uncertainties and assumptions, including among many others:

a general economic downturn;

a downturn in the securities markets;

federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect;

and Exchange Commission regulations which affect trading in the securities of “penny stocks”;

and other risks and

uncertainties.

Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual

results may vary materially from those described in this report as anticipated, estimated or expected.

The accompanying information

contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s

Discussion and Analysis and Plan of Operation —

Risk Factors”

identifies important additional factors that could materially

adversely affect actual results and performance.

You are urged to carefully consider these factors.

All forward-looking statements

attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement.

Bioenergy Plus, Inc (the “Company”) is a technology company focused on emerging technologies in the renewable energy,

biofuels, and bioplastics technologies sectors.

January 2018, the Company’s technology experts developed a technology system it calls Cellulose-to-Sugar or CTS 2.0, and

a patent application was filed.

CTS 2.0 is a mechanical/chemical dry process for converting cellulose material into sugar for

use in the biofuels industry.

CTS 2.0 can convert virtually any cellulosic material –

like grasses, wood, paper, farm waste,

yard waste, forestry products, energy crops like hemp or King Grass, and the cellulosic portion of municipal solid waste –

into sugars and subsequently into biofuels and bioplastics without the use of enzymes or liquid acids.

CTS 2.0 has a near zero

carbon footprint, recycles the water and catalyst, and uses no enzymes, expensive chemicals, or strong acids.

At commercial scale,

management expects to be able to produce ethanol at a lower cost than any competitor due to the fact that the CTS 2.0 process

is uncomplicated and efficient, and that it uses low cost feedstock as compared to corn.

new technology made it worthwhile to financially restructure the Company through Chapter 11.

The Company voluntarily filed for

Chapter 11 on October 22, 2018, in the U.S.

Bankruptcy Court in the Southern District of Florida.

Management fought and eliminated

millions in debts and disputed debts, and the Company exited Chapter 11 on September 18, 2019, while keeping all classes, including

shareholders, unimpaired.

Having paid all debts that needed to be paid, the bankruptcy case was closed on October 25, 2019.

Start accounting is not being applied because existing voting shares immediately before Plan Confirmation were not less than 50

percent of the voting shares of the emerging entity.

Company completed its 4 th generation CTS 2.0 prototype system in July 2020, and has upgraded that later in 2020.

upgraded 4 th generation prototype system is currently being tested to optimize various parameters towards the engineering

and scale up to a commercial size reactor.

Company’s goal is to develop this CTS 2.0 technology to a commercial scale and then seek to either joint venture or acquire

existing bioenergy and ethanol plants to install the CTS technology.

To minimize dilution to shareholders, the Company will seek

project-based financing to build (or acquire and retrofit) or joint venture with existing ethanol producers to produce cellulosic

ethanol and lignin/bioplastics from its patented CTS 2.0 system.

Retrofitting existing plants with the CTS 2.0 technology may

achieve more rapid commercialization than building new plants.

Once the first plant is profitable, the Company intends to grow

with additional plants both in the United States and internationally.

the US government gives a D3 RIN to incentivize the production of renewable fuels from cellulosic materials.

The value of the

D3 RIN fluctuates, but as of this filing, it is around $2.60 per gallon of ethanol on top of the market price of ethanol.

Company believes that its CTS 2.0 process can produce ethanol profitably at the market price, and with the D3 RIN should generate

substantial profits and cash flow in amounts sufficient to cover the Company’s operating expenses and debt service.

Company has a strategy that includes using its low-cost high-purity lignin co-product to produce biodegradable bioplastics.

Company has also licensed the Vertimass Process to convert ethanol (from the CTS 2.0 process) into bio-jet fuel.

Company believes that its management and consultants have significant experience in the development of technologies from concept

to commercialization.

As of this date, the Company has generated $194,319 in revenue, however it has not generated any revenues

from its core business.

December 2019 through March 2020, the Company issued 6,500,000 shares to an insider and a former insider at a price of $0.05 per

share for total aggregate proceeds of $325,000.

May 2020 through January 5, 2021, the Company issued 10,201,794 shares at prices ranging from 6.5 cents to 9 cents per share,

for proceeds of $773,130.

July 10, 2020 through the end of 2020, 6,639,344 warrants were exercised for proceeds of $350,000.

January 1, 2021, through the date of filing, 13,655,009 warrants were exercised for proceeds of $1,302,817.

January 20, 2021, through the date of filing, the Company issued 7,100,000 shares at a price of $0.25 per share for proceeds of

January 1, 2021, through the date of filing, 350,000 options were exercised for proceeds of $12,900.

January 1, 2020 through the date of filing, the Company issued an aggregate of 956,130 shares of its common stock for services

valued at $84,430.

January 1, 2020 through the date of filing, the Company issued an aggregate of 1,166,667 warrants for services.

Using a Black-Scholes

asset-pricing model, these warrants were valued at $72,090.

These warrant agreements have terms of one year with an exercise price

of $0.15 per share.

January 1, 2020 through the date of filing, the aggregate number of options the Company issued to its employees, consultants,

and independent directors, including cancellations, is 39,180,000.

The number of vested options that remain are 12,167,099 with

exercise prices ranging from $0.042 to $0.45 and terms range from five (5) to ten (10) years.

31,770,000 options vest over the

next 5 years or upon the commercialization of the CTS 2.0 technology or other performance objectives.

of Equity Securities

Company has never purchased, nor does it own, any equity securities of any other issuer.

Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital.

December 31, 2020 the Company had a working capital deficiency of $766,555 and had incurred accumulated losses of $46,682,093

since its inception.

The Company expects to incur significant additional losses in connection with its continued start-up activities.

As disclosed in Note 2 to the financial statements, there is substantial doubt as to the Company’s ability to continue as

a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations.

The Company’s

ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations

and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

of Operations

of the year ended December 31, 2020 to December 31, 2019

the year ended December 31, 2020, the Company recognized $0 in revenue as opposed to $60,000 in 2019.

the year ended December 31, 2020, the Company’s general and administrative expenses increased by $188,962 to $1,227,776

from $1,038,814 in 2019.

This increase is primarily due to non-cash options packages valued at $876,291 in 2020 as compared to

$294,846 non-cash stock compensation in 2019.

expense increased in the year ended December 31, 2020 by $190,192 from $0 in 2019.

This increase is due to the Company’s

decision to accrue interest on the back pay due to management.

the year ended December 31, 2020, the Company had a gain of $0 from the extinguishment of debt as compared to $2,125,250 in 2019.

The gain in 2019 was attributed to the cancellation of debts during Chapter 11.

the year ended December 31, 2020, the Company had a gain of $0 from derivative liabilities as compared to a gain of $656,533 in

The gain in 2019 was attributed to the cancellation of debts during Chapter 11.

and Development

Company expenses all research and development costs as incurred.

For the years ended December 31, 2020, and 2019, the amounts

charged to research and development expenses were $763,159 and $797,862, respectively.

reduction is due to conserving resources during the COVID pandemic.

and Capital Resources

of December 31, 2020 the Company had $286,579 in cash and total stockholders’

equity at December 31, 2020 was negative $3,336,764.

As of December 31, 2019, the Company had $110,630 in cash and total stockholders’

equity at December 31, 2019 was negative

Total debt, including advances, accounts payable and other notes payable at December 31, 2020, together with interest

payable thereon and contingent liabilities, was $4,229,266 an increase of $287,871 from December 31, 2019, where it stood at $3,941,395.

This increase is primarily attributable to interest payable to related parties and a paycheck protection program loan from the

$2,942,132 of the remaining debt was renegotiated to be payable out of future revenue or future profits and otherwise does

not come due.

the fiscal year ended December 31, 2020, the Company’s operating expenses increased $154,259 to $1,990,935 from $1,836,676

This increase can primarily be attributed to an increase in non-cash options expense.

the fiscal year ended December 31, 2020, the Company’s investing activities used $206,315 in cash.

This can be primarily

attributed to $147,189 used to purchase machinery and equipment, and $59,126 in patent expenses.

the fiscal year ended December 31, 2020, the Company generated an aggregate of $1,303,710 through its financing activities, which

is a decrease of $20,109 from $1,323,819 during the fiscal year ended December 31, 2019.

This decrease from the prior year can

primarily be attributed to an overall slowdown in capital raising due to COVID-19, partially offset by a $66,330 paycheck protection

program loan.

There was an increase of proceeds of $350,000 from the exercise of warrants from $0 in 2019, offset by a reduction

of $289,000 from the issuance of stock and a $100,000 reduction to $0 in proceeds from the issuance of convertible debts.

this time, the Company has limited liquidity and capital resources.

To continue funding its operations, the Company will need

to generate revenue or obtain additional financing for current and future operations.

The Company anticipates needing around $10

million to optimize and scale up its CTS 2.0 system to be commercially ready.

The Company anticipates reaching this stage around

18 months after financing.

Although some of the financing has come in in 2021, there is no guarantee that we will achieve all

of the additional funding that is needed.

of the date of filing, the Company has raised $3,001,467 in 2021, through the issuance of common stock and the exercise of warrants

and options, in addition to $10,692,293 raised through the end of 2020 through its private placement offerings, and in addition

to capital raised through debt or convertible notes.

However, there is no guarantee that the company will be able to raise any

additional capital on terms acceptable to the Company.

inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company

to implement its business plan of operations and jeopardize the viability of the Company.

In that case, the Company may need to

reevaluate and revise its operations.

of December 31, 2020, shareholders’

equity was negative $(3,336,764).

were 241,721,947 shares of common stock issued and outstanding as of December 31, 2021.

were no preferred shares outstanding.

Company has paid no dividends.

Accounting Policies

of Presentation

accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles

GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned

subsidiaries over which the Company exercised control, if any, and there are currently none.

of Consolidation

Company’s consolidated financial statements include the accounts of the Company and its then-existing subsidiaries, after

elimination of intercompany accounts and transactions.

Investments in business entities in which the Company lacks control but

has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.

The Company’s proportionate share of net income or loss of the entity is recorded in the Consolidated Statements of Earnings.

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented.

Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment

assessment of identifiable intangible assets and valuation allowance for deferred tax assets.

Estimates are based on past experience

and other considerations reasonable under the circumstances.

Actual results may differ from these estimates.

Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance.

Share-based payments

include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant

the recipient the right to acquire shares of the Company’s common stock.

For share-based payments to employees, which consist

only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the

provisions of ASC Topic 718, “Stock Compensation”

(formerly referred to as SFAS No.

Share-based payments

to consultants, service providers and other non-employees are accounted for under in accordance with ASC Topic 718, ASC Topic

505, “Equity Payments to Non-Employees”

or other applicable authoritative guidance

Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives

and Hedging Activities”.

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative

financial instruments according to certain criteria.

The criteria include circumstances in which (a) the economic characteristics

and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks

of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is

not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate

instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated

from their host instruments) that are not in default as follows:

The Company records when necessary, discounts to convertible

notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value

of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the

Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

Notes that are in default are accounted for at the stated default dollar amount, even when the Company deems all or a portion

of such Notes to be in dispute.

for Derivative Instruments

Company does not have debentures at this time.

The Company issues debentures where the number of shares into which a debenture

can be converted is not fixed.

For example, when a debenture converts at a discount to market based on the stock price on the

date of conversion.

In such instances, the embedded conversion option of the convertible debentures is bifurcated from the host

contract and recorded at their fair value.

In accounting for derivatives, the Company records a liability representing the estimated

present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing

the imputed interest associated with the beneficial conversion feature.

The discount is then amortized over the life of the debenture

and the derivative liability is adjusted periodically according to stock price fluctuations.

At the time of conversion, any remaining

derivative liability is charged to additional paid-in capital.

For purposes of determining derivative liability, the Company uses

Black-Scholes modeling for computing historic volatility.

Accounting Pronouncements

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies

that may have an impact on the Company’s accounting and reporting.

The Company believes that such recently issued accounting

pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on

its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash

flows when implemented.

Company’s operating results are not affected by seasonality.

Company’s business and operating results are not currently affected in any material way by inflation.

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide this

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect

on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures

or capital resources that is material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide information

required by this Item.

[Removed and reserved]

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity