What changed in this filing

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Item 1. Financial Statements

2020-11-13 compared with 2020-08-14 · 371 added, 419 removed, 82 unchanged (91% of the section changed)

1 unchanged sentence

Technologies, Inc.

September 30,

CURRENT ASSETS:

2 unchanged sentences

Total Current Assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

2 unchanged sentences

TOTAL LIABILITIES

STOCKHOLDERS’

STOCKHOLDERS' DEFICIT

Preferred stock, $0.0001 par value;

12,500,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019

12,500,000 shares authorized, 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019

Common stock, $0.0001 par value;

500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of June 30, 2020 and December 31, 2019

500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of September 30, 2020 and December 31, 2019

Additional paid in capital

2 unchanged sentences

(41,286,135 )

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

The accompanying notes are an integral part

of these financial statements

TOTAL STOCKHOLDERS' DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes are an integral part of these financial

Technologies, Inc.

OF OPERATIONS

Three Months Ended June 30

Six Months Ended June 30

STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating Expenses

12 unchanged sentences

Basic and Diluted

The accompanying notes are an integral part

of these financial statements

The accompanying notes are an integral part of these financial

Technologies, Inc.

OF STOCKHOLDERS’

Three Months Ended June 30, 2019

Balances, March 31, 2019

STATEMENTS OF STOCKHOLDERS’

Three Months Ended September 30, 2019

Balances, June 30, 2019

$ (41,219,131 )

Net Loss for the Three Months

Balances, June 30, 2019

Balances, September 30, 2019

$ (41,253,572 )

Six Months Ended June 30, 2019

Nine Months Ended September 30, 2019

Balances, December 31, 2018

$ (41,151,958 )

Net Loss for the Six Months

Balances, June 30, 2019

Net Loss for the Nine Months

Balances, September 30, 2019

$ (41,253,572 )

Three Months Ended June 30, 2020

Balances, March 31, 2020

Three Months Ended September 30, 2020

Balances, June 30, 2020

$ (41,368,099 )

Net Loss for the Three Months

Balances, June 30, 2020

Balances, September 30, 2020

$ (41,419,655 )

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Balances, December 31, 2019

$ (41,286,135 )

Net Loss for the Six Months

Balances, June 30, 2020

Net Loss for the Nine Months

Balances, September 30, 2020

$ (41,419,655 )

The accompanying notes are an integral part

of these financial statements

The accompanying notes are an integral part of these financial

Technologies, Inc.

OF CASH FLOWS

Six Months Ended June 30,

STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

Cash paid for taxes

The accompanying notes are an integral part

of these financial statements

NOVINT TECHNOLOGIES, INC.

NOTES TO FINANCIAL

JUNE 30, 2020

NOTE 1 –

The accompanying notes are an integral part of these financial

TECHNOLOGIES, INC.

TO FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Novint Technologies, Inc.

Technologies, Inc.

(the “Company”

or “Novint”) was originally incorporated in the State of New Mexico in April 1999.

On February 26, 2002, the Company

changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation.

This merger was

accounted for as a reorganization of the Company.

Nature of Business

The Company currently is engaged in the development and sale of

3D haptics products and equipment.

Haptics refers to one’s sense of touch.

The Company’s focus is in the

consumer interactive computer gaming market, but the Company also does project work in other areas.

The Company’s operations

are based in New York with sales of its haptics products primarily to consumers through retail outlets.

Going Concern and Management’s

These financial statements have been prepared

on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course

The Company has incurred recurring losses and at June 30, 2020, had an accumulated deficit of $41,368,099.

period ended June 30, 2020, the Company sustained a net loss of $81,964.

These factors, among others, indicate that the Company

may be unable to continue as a going concern for the next twelve months from the date the financial statements were issued.

financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts

or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going

The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing, and

to generate revenue and cash flow to meet its obligations on a timely basis.

Management intends to source new inventory and

generate revenue by increasing its sales efforts.

The Company will continue to seek

and raise additional funding through debt or equity financing during the next twelve months.

We may be at risk as a result of the current

COVID-19 pandemic.

Risks that could affect our business include the duration and scope of the COVID-19 pandemic and the impact

on the demand for our products;

actions by governments, businesses and individuals taken in response to the pandemic;

of time of the COVID-19 pandemic and the possibility of its reoccurrence;

the timing required to develop effective treatments and

a vaccine in the event of future outbreaks;

the eventual impact of the pandemic and actions taken in response to the pandemic on

global and regional economies;

or “Novint”) was originally incorporated in the State of New Mexico

in April 1999.

On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies,

Inc., a Delaware corporation.

This merger was accounted for as a reorganization of the Company.

Company currently is engaged in the development and sale of 3D haptics products and equipment.

Haptics refers to one’s sense

The Company’s focus is in the consumer interactive computer gaming market, but the Company also does project work

in other areas.

The Company’s operations are based in New Mexico with sales of its haptics products primarily to consumers

through retail outlets.

Concern and Management’s Plans

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

The Company has incurred recurring losses and at September 30, 2020, had an accumulated

deficit of $41,419,655.

For the period ended September 30, 2020, the Company sustained a net loss of $133,520.

These factors,

among others, indicate that the Company may be unable to continue as a going concern for the next twelve months from the date

the financial statements were issued.

These financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the

Company be unable to continue as a going concern.

The Company’s continuation as a going concern is contingent upon its ability

to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis.

Management intends

to source new inventory and generate revenue.

The Company will continue to seek and raise

additional funding through debt or equity financing during the next twelve months.

may be at risk as a result of the current COVID-19 pandemic.

Risks that could affect our business include the duration and scope

of the COVID-19 pandemic and the impact on the demand for our products;

actions by governments, businesses and individuals taken

in response to the pandemic;

the length of time of the COVID-19 pandemic and the possibility of its reoccurrence;

the timing required

to develop effective treatments and a vaccine in the event of future outbreaks;

the eventual impact of the pandemic and actions

taken in response to the pandemic on global and regional economies;

and the pace of recovery when the COVID-19 pandemic subsides.

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Use of Estimates and Assumptions

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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

most significant estimates and assumptions made in the preparation of the financial statements relate to accrued royalties and

contingent consideration.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Estimates and Assumptions

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 reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.

The most significant estimates and assumptions made in the preparation of the financial statements

relate to accrued royalties and contingent consideration.

Actual results could differ from those estimates.

Basis of Presentation

The accompanying unaudited condensed financial

statements were prepared using generally accepted accounting principles for interim financial information and the instructions

to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, these unaudited condensed financial statements do not include all information

or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction

with the Company’s annual financial statements included within the Company’s Special Report on Form 10-K for the year

ended December 31, 2019, as filed with the SEC on May 5, 2020.

In the opinion of management, the unaudited

condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial

position and the results of its operations and cash flows for the interim periods presented.

Such adjustments are of a normal recurring

The results of operations for the six months ended June 30, 2020 may not be indicative of results for the full year.

Cash and Cash Equivalents

The Company considers all highly liquid

investments purchased with maturities of three months or less to be cash equivalents.

The Company maintains cash balances at financial

institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits.

of Presentation

accompanying unaudited condensed financial statements were prepared using generally accepted accounting principles for interim

financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, these unaudited condensed

financial statements do not include all information or notes required by generally accepted accounting principles for annual financial

statements and should be read in conjunction with the Company’s annual financial statements included within the Company’s

Special Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on May 5, 2020.

the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present

fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented.

Such adjustments are of a normal recurring nature.

The results of operations for the nine months ended September 30, 2020 may

not be indicative of results for the full year.

and Cash Equivalents

Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to federally insured limits.

At times balances may exceed FDIC insured limits.

The Company has not experienced any losses in such accounts.

Revenue and Cost Recognition

In May 2014, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers

(Topic 606), and has since issued amendments thereto (collectively referred to as “ASC 606”).

The core principle of

ASC 606 is that an entity should recognize revenue to depict the transfer 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, and the guidance

defines a five-step process to achieve this core principle.

The five-step process to achieve this principle is as follows:

identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction

price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or

as, the entity satisfies a performance obligation.

ASC 606 also mandates additional disclosure about the nature, amount, timing

and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments

and assets recognized from costs incurred to obtain or fulfill a contract.

Revenue from product

sales relates to the sale of the Falcon 3D Touch Haptic Controller (the “Falcon”), which is a human-computer user interface

and related accessories.

The Falcon allows the user to experience the sense of touch when using a computer, while holding its interchangeable

The Company has not experienced any losses in

such accounts.

and Cost Recognition

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued amendments thereto (collectively referred

to as “ASC 606”).

The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer

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, and the guidance defines a five-step process to achieve this core principle.

The five-step

process to achieve this principle is as follows:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations

in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations

in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation.

ASC 606 also mandates

additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts,

including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

from product sales relates to the sale of the Falcon 3D Touch Haptic Controller (the “Falcon”), which is a human-computer

user interface and related accessories.

The Falcon allows the user to experience the sense of touch when using a computer, while

holding its interchangeable handle.

The Falcons are manufactured by an unrelated party.

Revenue from product sales are recognized when products are shipped

to the customer and the Company has earned the right to receive and retain reasonable assured payments for the products sold and

Consequently, if revenue recognition requirements are not met, such sales will be recorded as deferred revenue until

revenue recognition requirements are met.

Accounts Receivable

Accounts receivable are stated at the amounts

management expects to collect.

An allowance for doubtful accounts is recorded based on a combination of historical experience,

aging analysis and information on specific accounts.

Account balances are written off against the allowance after all means of

collection have been exhausted and the potential for recovery is considered remote.

Management has determined that $0 allowance

is required at June 30, 2020 and December 31, 2019.

The Company accounts for its income taxes

under the provisions of ASC Topic 740, “Income Taxes”.

The method of accounting for income taxes under ASC 740 is an

asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences

of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities

are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in

effect for the year in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance

to the extent management concludes it is more likely than not that the assets will not be realized.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

the Statements of Operations in the period that includes the enactment date.

Fair Value of Financial Instruments

The Company follows the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair

value of its financial instruments and to measure the fair value of its financial instruments.

The FASB ASC establishes a fair

value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

levels of fair value hierarchy are described below:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3

when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least

one significant model assumption or input is unobservable.

The carrying amounts of the Company’s

financial assets and liabilities, including cash, inventory, prepaid expenses, accounts payable, accrued expenses, payroll and

related liabilities, and advances approximate their fair values because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed the recent accounting

pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

and the SEC and they did not or are not believed by management to have a material impact on the Company’s present or future

consolidated financial statement presentation or disclosures.

NOTE 3 –

ACCOUNTS PAYABLE AND

ACCRUED EXPENSES

Accounts payable and accrued expenses are

Revenue from product sales are recognized

when products are shipped to the customer and the Company has earned the right to receive and retain reasonable assured payments

for the products sold and delivered.

Consequently, if revenue recognition requirements are not met, such sales will be recorded

as deferred revenue until revenue recognition requirements are met.

receivable are stated at the amounts management expects to collect.

An allowance for doubtful accounts is recorded based on a

combination of historical experience, aging analysis and information on specific accounts.

Account balances are written off against

the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

has determined that $0 allowance is required at September 30, 2020 and December 31, 2019.

Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes”.

The method of accounting

for income taxes under ASC 740 is an asset and liability method which requires recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the financial statements or tax returns.

method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets

and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will

not be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income

in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Value of Financial Instruments

Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments.

FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into

three broad levels.

The three levels of fair value hierarchy are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other

than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting

Pricing inputs that

are generally observable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

similar techniques and at least one significant model assumption or input is unobservable.

carrying amounts of the Company’s financial assets and liabilities, including cash, inventory, prepaid expenses, accounts

payable, accrued expenses, payroll and related liabilities, and advances approximate their fair values because of the short maturity

of these instruments.

Issued Accounting Pronouncements

Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American

Institute of Certified Public Accountants, and the SEC and they did not or are not believed by management to have a material impact

on the Company’s present or future consolidated financial statement presentation or disclosures.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses are as follows:

September 30,

Trade payables

2 unchanged sentences

Total accounts payable and accrued expenses

NOTE 4 –

COMMITMENTS AND CONTINGENCIES

From time to time,

in the normal course of business, the Company is subject to routine litigation incidental to its business.

Although there can be

no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information available

at this time, that there are no matters, individually or in the aggregate, that will have a material adverse effect on the results

of operations and financial condition of the Company.

The Company has licensing agreements with

various parties providing gaming software.

These licensing agreements have royalty fees ranging from 5% to 50% of either gross

or net revenue, and a flat per user end fee of $0.50.

Under one or more of these agreements, there was an annual aggregate minimum

payment due of $50,000 which has been recorded as accrued royalties but remains unpaid.

Accrued royalty fees as of June 30, 2020

and December 31, 2019, was $558,132 and $533,132, respectively.

If contested, the Company may be found to be in breach of obligations

to pay these amounts (although the Company believes this obligation is no longer ongoing), thus the remaining obligation under

this agreement will remain as a liability.

NOTE 5 –

The Company files corporate income tax

returns in the United States (Federal), in New Mexico and in New York.

The Company is subject to federal, state and local income

tax examinations by tax authorities for the tax years 2015 through 2018.

As of December 31, 2019, the Company had

federal and state net operating loss carry forwards of $33.8 million and $0.5 million, respectively.

Federal net operating losses

generated prior to January 1, 2018, amounting to $33.7 million, and may be offset against future taxable income, subject

to limitation under IRC Section 382, which begin to expire in 2022 if not utilized prior to that date, and fully expire during

various years through 2037 for federal purposes.

Net operating losses generated after January 1, 2018, amounting to $0.3

million, are limited to 80% utilization of current year income and no longer have an expiration.

State net operating loss carryforwards

will begin to expire in 2034 through 2039.

Other than minimum taxes, the company does

not incur a provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation

allowance against its net deferred tax assets due to the uncertainty surrounding the realizability of the benefit, based on a more

likely than not criteria and in consideration of available positive and negative evidence.

On December 22, 2017, the Tax Cuts and

Jobs Act (“The Act”), was signed into law by President Trump.

The Act includes a number of provisions, including the

lowering of the U.S.

corporate tax rate from 34 percent to 21 percent, effective January 1, 2018 and the establishment of a territorial-style

system for taxing foreign-source income of domestic multinational corporations.

In December 2017, the SEC issued Staff Accounting

118, Income Tax Accounting Implications of the Act (“SAB118”), which allows us to record provisional amounts

during a measurement period not to extend beyond one year of the enactment.

The Company remeasured its deferred tax assets and

liabilities as of December 31, 2017, applying the reduced corporate income tax rate and recorded a provisional decrease to the

deferred tax assets of $4,504,000, with a corresponding adjustment to the valuation allowance.

In the fourth quarter of 2018, we

completed our analysis to determine the effect of the Tax Act and there were no material adjustments as of December 31, 2018.

NOTE 6 –

time to time, in the normal course of business, the Company is subject to routine litigation incidental to its business.

there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the

information available at this time, that there are no matters, individually or in the aggregate, that will have a material adverse

effect on the results of operations and financial condition of the Company.

Company has licensing agreements with various parties providing gaming software.

These licensing agreements have royalty fees

ranging from 5% to 50% of either gross or net revenue, and a flat per user end fee of $0.50.

Under one or more of these agreements,

there was an annual aggregate minimum payment due of $50,000 which has been recorded as accrued royalties but remains unpaid.

Accrued royalty fees as of September 30, 2020 and December 31, 2019, was $570,632 and $533,132, respectively.

If contested, the

Company may be found to be in breach of obligations to pay these amounts (although the Company believes this obligation is no

longer ongoing), thus the remaining obligation under this agreement will remain as a liability.

Company files corporate income tax returns in the United States (Federal), in New Mexico and in New York.

The Company is subject

to federal, state and local income tax examinations by tax authorities for the tax years 2015 through 2018.

of December 31, 2019, the Company had federal and state net operating loss carry forwards of $33.8 million and $0.5 million, respectively.

Federal net operating losses generated prior to January 1, 2018, amounting to $33.7 million, and may be offset against future

taxable income, subject to limitation under IRC Section 382, which begin to expire in 2022 if not utilized prior to that date,

and fully expire during various years through 2037 for federal purposes.

Net operating losses generated after January 1, 2018,

amounting to $0.3 million, are limited to 80% utilization of current year income and no longer have an expiration.

State net operating

loss carryforwards will begin to expire in 2034 through 2039.

than minimum taxes, the company does not incur a provision for income taxes because the Company has historically incurred operating

losses and maintains a full valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realizability

of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence.

December 22, 2017, the Tax Cuts and Jobs Act (“The Act”), was signed into law by President Trump.

The Act includes

a number of provisions, including the lowering of the U.S.

corporate tax rate from 34 percent to 21 percent, effective January

1, 2018 and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations.

In December 2017, the SEC issued Staff Accounting Bulletin No.

118, Income Tax Accounting Implications of the Act (“SAB118”),

which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment.

Company remeasured its deferred tax assets and liabilities as of December 31, 2017, applying the reduced corporate income tax

rate and recorded a provisional decrease to the deferred tax assets of $4,504,000, with a corresponding adjustment to the valuation

In the fourth quarter of 2018, we completed our analysis to determine the effect of the Tax Act and there were no material

adjustments as of December 31, 2018.

STOCKHOLDERS’

Preferred Stock

The Company is currently authorized to

issue up to 12,500,000 shares of $0.0001 par value preferred stock.

No shares of preferred stock are currently

The Board of Directors may designate the authorized but unissued shares of the Preferred Stock with such rights and

privileges as the board of directors may determine.

As such, the board of directors may issue preferred shares and designate the

conversion, voting and other rights and preferences without notice to the shareholders and without shareholder approval.

The Company is currently authorized to

issue up to 500,000,000 shares of $0.0001 par value common stock.

All issued shares of common stock are entitled

to vote on a 1 share/1 vote basis.

The Company had 202,308,728 shares of common

stock issued and outstanding as of June 30, 2020 and December 31, 2019.

NOTE 7 –

Company is currently authorized to issue up to 12,500,000 shares of $0.0001 par value preferred stock.

No shares of preferred

stock are currently outstanding.

The Board of Directors may designate the authorized but unissued shares of the Preferred Stock

with such rights and privileges as the board of directors may determine.

As such, the board of directors may issue preferred shares

and designate the conversion, voting and other rights and preferences without notice to the shareholders and without shareholder

Company is currently authorized to issue up to 500,000,000 shares of $0.0001 par value common stock.

All issued shares of common

stock are entitled to vote on a 1 share/1 vote basis.

Company had 202,308,728 shares of common stock issued and outstanding as of September 30, 2020 and December 31, 2019.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events

through the date these financial statements were issued.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction

with the audited Financial Statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K

as of and for the fiscal year ended December 31, 2019.

Unless otherwise noted, all the financial information in this Report

is financial information for the Company .

The Company currently is engaged in the development and sale of

3D haptics products and equipment.

Haptics refers to one’s sense of touch.

The Company’s focus is in the consumer

interactive computer gaming market, but the Company also does project work in other areas.

The Company’s operations are based

in New York with sales of its haptics products primarily to consumers through retail outlets.

Results of Operations for the Three Months Ended June 30,

2020 and 2019

Three months ended June 30,

The Company recorded no revenue for the three-month period ended

June 30, 2020 and no revenue during the three-month period ended June 30, 2019.

The Company expects to continue to incur significant

expenses and operating losses for the foreseeable future.

The Company’s net losses may fluctuate significantly from quarter

to quarter and year to year.

Operating Expenses

Three months ended June 30,

Operating Expenses

Operating expenses increased by $4,887 or 18% due to an increase

in professional fees.

The increase in professional fees is primarily due to additional costs of being a current reporting company.

Other Expense

Three months ended June 30,

Other Expense

Other expense was $60 during the three months ended June 30,

2020 compared with $81 during the three months ended June 30, 2019.

Other expense for the three months ended June 30, 2020

consisted of interest expense of related to finance charges on credit cards.

Results of Operations for the Six Months Ended June 30, 2020

Six months ended June 30,

The Company recorded revenue of $1,000 for the six-month period

ended June 30, 2020 and no revenue during the six-month period ended June 30, 2019.

The Company expects to continue to incur significant

expenses and operating losses for the foreseeable future.

The Company’s net losses may fluctuate significantly from quarter

to quarter and year to year.

Operating Expenses

Six months ended June 30,

Operating Expenses

Operating expenses increased by $15,788 or 23% due to an increase

in professional fees.

The increase in professional fees is primarily due to additional costs of being a current reporting company.

Other Expense

Six months ended June 30,

Other Expense

Other expense was $166 during the three months ended June 30,

2020 compared with $163 during the six months ended June 30, 2019.

Other expense for the six months ended June 30, 2020 consisted

of interest expense of related to finance charges on credit cards.

Liquidity and Capital Resources

The following table summarizes select balance sheet and working

capital amounts as at June 30, 2020 and December 31, 2019:

Working capital deficit

At June 30, 2020, the Company had working

capital deficit of approximately $288,575.

Accumulated deficit amounted to $41,368,099 and $41,286,135 at June 30, 2020 and December

31, 2019, respectively.

Net loss for the six months ended June 30, 2020 and 2019 was $81,964 and $67,173, respectively.

used in operating activities was $57,412 and $34,299 for the six months ended June 30, 2020 and 2019, respectively.

since inception have been funded primarily with the proceeds from equity and debt offerings.

As of June 30, 2020, the Company had

cash of $374,303.

The Company’s management has evaluated

whether there is substantial doubt about the Company’s ability to continue as a going concern and has determined that substantial

doubt existed as of the date of this filing.

This determination was based on the following factors:

(i) the Company’s available

cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next 12 months;

the Company has incurred recurring losses and at June 30, 2020, had an accumulated deficit of $41,368,099;

(iii) the Company sustained

an operating loss of $81,798 for the period ended June 30, 2020;

and (iv) if the Company fails to obtain the needed capital, it

will be forced to delay, scale back, or eliminate some or all of its programs or perhaps cease operations.

In the opinion of management,

these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

There is no assurance that the Company will be successful in

any capital-raising efforts that it may undertake to fund operations during 2020.

The Company anticipates that it will continue

to issue equity and/or debt securities as a source of liquidity, until it begins to generate positive cash flow to support its

Any future sales of securities to finance operations will dilute existing stockholders’

cannot guarantee when or if it will generate positive cash flow.

The audit report prepared by our independent registered public

accounting firm relating to the Company’s consolidated financial statements for the year ended December 31, 2019 included

an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Cash Flow Activities

The following table summarizes the Company’s cash flows

for the periods set forth below:

Six months ended June 30,

Net cash used in operating activities

Net cash used in operating activities for the six months ended

June 30, 2020 was $57,412 compared with net cash used in operating activities of $34,299 for the six months ended June 30, 2019.

The net cash used in operating activities during the six months ended June 30, 2020, was primarily due to a net loss of $81,964

partial offset by increase of $22,504 in accounts payable and accrued expenses.

Net cash used in operating activities for the six months ended

June 30, 2019 was $34,299.

The net cash used in operating activities during the six months ended June 30, 2019, was primarily due

to a net loss of $67,173 partial offset by increase of $28,761 in accounts payable and accrued expenses.

Effects of Inflation

We do not believe that inflation has had a material impact on

our business, sales, or operating results during the periods presented.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements

or financing activities with special-purpose entities.

Critical Accounting Policies

Critical accounting policies are those policies which are both important

to the presentation of a company’s financial condition and results and require management’s most difficult, subjective

or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

There have been no recent significant changes to our accounting policies during the three and six months ended June 30, 2020.

For a further discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December

Certain Factors That May Affect Future Results of Operations

The Securities and Exchange Commission encourages companies

to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed

investment decisions.

This Quarterly Report on Form 10-Q contains such “forward-looking statements”

within the meaning

of the Private Securities Litigation Reform Act of 1995.All statements in this report, other than statements of historical fact,

are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial

items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products

or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any

of the foregoing.

All forward-looking statements included in this report are made as of the date hereof and are based on information

available to us as of such date.

We assume no obligation to update any forward-looking statement.

In some cases, forward-looking

statements can be identified by the use of terminology such as “may,”

Company has evaluated subsequent events through the date these financial statements were issued.

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

following discussion and analysis should be read in conjunction with the audited Financial Statements and accompanying notes thereto

included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2019.

Unless otherwise

noted, all the financial information in this Report is financial information for the Company .

Company currently is engaged in the development and sale of 3D haptics products and equipment.

Haptics refers to one’s sense

The Company’s focus is in the consumer interactive computer gaming market, but the Company also does project work

in other areas.

The Company’s operations are based in New Mexico with sales of its haptics products primarily to consumers

through retail outlets.

of Operations for the Three Months Ended September 30, 2020 and 2019

months ended September 30,

Company recorded no revenue for the three-month period ended September 30, 2020 and no revenue during the three-month period ended

September 30, 2019.

The Company expects to continue to incur significant expenses and operating losses for the foreseeable future.

The Company’s net losses may fluctuate significantly from quarter to quarter and year to year.

months ended September 30,

expenses increased by $17,108 or 50% to $51,498 for the three months ended in September 30, 2020, from $34,390 for three months

ended September 30, 2019.

This increase in professional fees was primarily due to additional costs for being a current reporting

months ended September 30,

expense increased by $7 or 14% to $58 during the three months ended September 30, 2020 compared with $51 during the three months

ended September 30, 2019.

Other expense for the three months ended September 30, 2020 consisted of interest expense of related

to finance charges on credit cards.

of Operations for the Nine Months Ended September 30, 2020 and 2019

months ended September 30,

Company recorded revenue of $1,000 for the nine-month period ended September 30, 2020 and no revenue during the nine-month period

ended September 30, 2019.

The Company expects to continue to incur significant expenses and operating losses for the foreseeable

The Company’s net losses may fluctuate significantly from quarter to quarter and year to year.

months ended September 30,

expenses increased by $32,896 or 32% to $134,296 for the nine months ended in September 30, 2020, from $101,400 for the nine months

ended September 2019.

This increase was due to an increase in professional fees which is due to additional costs incurred for

being a current reporting company.

months ended September 30,

expense increased by $10 or 5% to $224 during the nine months ended September 30, 2020 compared with $214 during the nine months

ended September 30, 2019.

Other expense for the nine months ended September 30, 2020 consisted of interest expense of related

to finance charges on credit cards.

and Capital Resources

following table summarizes select balance sheet and working capital amounts as of September 30, 2020 and December 31, 2019:

Working capital

September 30, 2020, the Company had working capital deficit of approximately $340,131.

Accumulated deficit amounted to $41,419,655

and $41,286,135 at September 30, 2020 and December 31, 2019, respectively.

Net loss for the nine months ended September 30, 2020

and 2019 was $133,520 and $101,614, respectively.

Net cash used in operating activities was $94,793 and $62,034 for the nine months

ended September 30, 2020 and 2019, respectively.

Operations since inception have been funded primarily with the proceeds from

equity and debt offerings.

As of September 30, 2020, the Company had cash of $336,922.

Company’s management has evaluated whether there is substantial doubt about the Company’s ability to continue as a

going concern and has determined that substantial doubt existed as of the date of this filing.

This determination was based on

the following factors:

(i) the Company’s available cash as of the date of this filing will not be sufficient to fund its

anticipated level of operations for the next 12 months;

(ii) the Company has incurred recurring losses and at September 30, 2020,

had an accumulated deficit of $41,419,655;

(iii) the Company sustained an operating loss of $133,520 for the period ended September

and (iv) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some

or all of its programs or perhaps cease operations.

In the opinion of management, these factors, among others, raise substantial

doubt about the ability of the Company to continue as a going concern.

is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations during

The Company anticipates that it will continue to issue equity and/or debt securities as a source of liquidity, until it

begins to generate positive cash flow to support its operations.

Any future sales of securities to finance operations will dilute

existing stockholders’

The Company cannot guarantee when or if it will generate positive cash flow.

audit report prepared by our independent registered public accounting firm relating to the Company’s consolidated financial

statements for the year ended December 31, 2019 included an explanatory paragraph expressing substantial doubt about our ability

to continue as a going concern.

Flow Activities

following table summarizes the Company’s cash flows for the periods set forth below:

months ended September 30,

cash used in operating activities

cash used in operating activities for the nine months ended September 30, 2020 was $94,793 compared with net cash used in operating

activities of $62,034 for the nine months ended September 30, 2019.

The net cash used in operating activities during the nine

months ended September 30, 2020, was primarily due to a net loss of $133,520 partial offset by increase of $42,744 in accounts

payable and accrued expenses.

cash used in operating activities for the nine months ended September 30, 2019 was $62,034.

The net cash used in operating activities

during the nine months ended September 30, 2019, was primarily due to a net loss of $101,614 partial offset by increase of $37,276

in accounts payable and accrued expenses.

do not believe that inflation has had a material impact on our business, sales, or operating results during the periods presented.

Sheet Arrangements

currently do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

Accounting Policies and Use of Estimates

accounting policies are those policies which are both important to the presentation of a company’s financial condition and

results and require management’s most difficult, subjective or complex judgments, often as a result of the need to make

estimates about the effect of matters that are inherently uncertain.

There have been no recent significant changes to our accounting

policies and use of estimates during the nine months ended September 30, 2020.

For a further discussion of our critical accounting

policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2019

Factors That May Affect Future Results of Operations

Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand

a company’s future prospects and make informed investment decisions.

This Quarterly Report on Form 10-Q contains such “forward-looking

statements”

within the meaning of the Private Securities Litigation Reform Act of 1995.All statements in this report, other

than statements of historical fact, are forward-looking statements for purposes of these provisions, including any projections

of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations,

any statements concerning proposed new products or services, any statements regarding future economic conditions or performance,

and any statements of assumptions underlying any of the foregoing.

All forward-looking statements included in this report are

made as of the date hereof and are based on information available to us as of such date.

We assume no obligation to update any

forward-looking statement.

In some cases, forward-looking statements can be identified by the use of terminology such as “may,”

“will,”

6 unchanged sentences

“potential,”

“continue,”

or “continue,”

or the negative thereof or other comparable terminology.

Although we believe that the expectations reflected

in the forward-looking statements contained herein are based upon reasonable assumptions at the time made, there can be no assurance

that any such expectations or any forward-looking statement will prove to be correct.

Our actual results will vary, and may vary

materially, from those projected or assumed in the forward-looking statements.

Future financial condition and results of operations,

as well as any forward-looking statements, are subject to inherent risks and uncertainties, many of which we cannot predict with

accuracy and some of which we might not anticipate, including, without limitation, product recalls and product liability claims;

infringement of our technology or assertion that our technology infringes the rights of other parties;

termination of supplier

relationships, or failure of suppliers to perform;

inability to successfully manage growth;

delays in obtaining regulatory approvals

or the failure to maintain such approvals;

concentration of our revenue among a few customers, products or procedures;

of new products and technology that could render our products obsolete;

Although we believe that the expectations reflected in the forward-looking statements contained herein are based upon reasonable

assumptions at the time made, there can be no assurance that any such expectations or any forward-looking statement will prove

to be correct.

Our actual results will vary, and may vary materially, from those projected or assumed in the forward-looking statements.

Future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks

and uncertainties, many of which we cannot predict with accuracy and some of which we might not anticipate, including, without

limitation, product recalls and product liability claims;

infringement of our technology or assertion that our technology infringes

the rights of other parties;

termination of supplier relationships, or failure of suppliers to perform;

inability to successfully

manage growth;

delays in obtaining regulatory approvals or the failure to maintain such approvals;

concentration of our revenue

among a few customers, products or procedures;

development of new products and technology that could render our products obsolete;

market acceptance of new products;

introduction of products

in a timely fashion;

price and product competition, availability of labor and materials, cost increases, and fluctuations in and

obsolescence of inventory;

volatility of the market price of our common stock;

introduction of products in a timely fashion;

price and product competition, availability of

labor and materials, cost increases, and fluctuations in and obsolescence of inventory;

volatility of the market price of our

common stock;

foreign currency fluctuations;

1 unchanged sentence

work stoppage or transportation risks;

integration of business acquisitions;

and other factors referred to in our reports filed

with the SEC, including our Registration Statement on Form 10.

All subsequent forward-looking statements attributable to us or

persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

Additional factors that

may have a direct bearing on our operating results are discussed in Item 1A “Risk Factors”

in our Registration Statement

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements

contained in this Quarterly Report or in any document incorporated by reference might not occur.

Stockholders are cautioned not

to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report.

under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a

result of new information, future events or otherwise.

All subsequent forward-looking statements attributable to us or to any person

acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

Not applicable.

integration of business

acquisitions;

and other factors referred to in our reports filed with the SEC, including our Registration Statement on Form 10.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their

entirety by these cautionary statements.

Additional factors that may have a direct bearing on our operating results are discussed

in Item 1A “Risk Factors”

in our Registration Statement on Form 10.

In light of these assumptions, risks and uncertainties,

the results and events discussed in the forward-looking statements contained in this Quarterly Report or in any document incorporated

by reference might not occur.

Stockholders are cautioned not to place undue reliance on the forward-looking statements, which

speak only as of the date of this Quarterly Report.

We are not under any obligation, and we expressly disclaim any obligation,

to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

All subsequent

forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety

by the cautionary statements contained or referred to in this section.

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-Q

Item 1. Financial Statements