What changed in this filing

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Item 9A. Controls and Procedures

2022-03-23 compared with 2021-03-24 · 492 added, 447 removed, 231 unchanged (80% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation and supervision of our Principal Executive Officer, who also is our Principal Financial Officer,

are responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended, or the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed

to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified under the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed

in our reports filed under the Exchange Act is accumulated and communicated to its principal executive officer and its principal

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

management, including our Principal Executive Officer who is also our Principal Financial Officer, conducted an evaluation of

the effectiveness of our disclosure controls and procedures as of December 31, 2020.

Based on this evaluation, our Principal Executive

Officer concluded that as of December 31, 2020, our disclosure controls and procedures were not effective at a reasonable assurance

level due to the material weaknesses identified in our internal control over financial reporting as of December 31, 2020 (discussed

in paragraph (b) to this Item 9A), which our management views as an integral part of our disclosure controls and procedures.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as

a process designed by, or under the supervision of our Chief Executive Officer who is also our Principal Financial Officer and

effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance

with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being more than

a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected

on a timely basis by management or employees in the normal course of performing their assigned functions.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

Management’s

assessment identified the following material weaknesses in our internal control over financial reporting:

lack of segregation

of duties due to lack of sufficient accounting and finance personnel, lack of sufficient entity level controls and lack of a sufficient

technology infrastructure to support the financial reporting function In addition, we do not have a separately designated Audit

Our small size, lack of revenue and inability to compensate officers or directors precludes us from attracting a sufficient

number of directors to staff such a committee.

making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control-Integrated Framework (2013) as the framework to evaluate effectiveness.

Evaluation of Disclosure Controls and Procedures

Our management, with

the participation and supervision of our Principal Executive Officer, who also is our Principal Financial Officer, are responsible

for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,

as amended, or the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure

that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified under the Securities and Exchange Commission’s rules and forms.

controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports

filed under the Exchange Act is accumulated and communicated to its principal executive officer and its principal financial officer,

as appropriate, to allow timely decisions regarding required disclosure.

Our management, including

our Principal Executive Officer who is also our Principal Financial Officer, conducted an evaluation of the effectiveness of our

disclosure controls and procedures as of December 31, 2021.

Based on this evaluation, our Principal Executive Officer concluded

that as of December 31, 2021, our disclosure controls and procedures were not effective at a reasonable assurance level due to

the material weaknesses identified in our internal control over financial reporting as of December 31, 2021 (discussed in paragraph

(b) to this Item 9A), which our management views as an integral part of our disclosure controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting

is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or

under the supervision of our Chief Executive Officer who is also our Principal Financial Officer and effected by our Board of Directors,

management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control

over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness

is a significant deficiency, or combination of significant deficiencies, that results in there being more than a remote likelihood

that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis

by management or employees in the normal course of performing their assigned functions.

Our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2021.

Management’s assessment identified

the following material weaknesses in our internal control over financial reporting:

lack of segregation of duties due to

lack of sufficient accounting and finance personnel, lack of sufficient entity level controls and lack of a sufficient technology

infrastructure to support the financial reporting function In addition, we do not have a separately designated Audit Committee.

Our small size, lack of revenue and inability to compensate officers or directors precludes us from attracting a sufficient number

of directors to staff such a committee.

In making this

assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in Internal Control-Integrated Framework (2013) as the framework to evaluate effectiveness.

Because of the material weaknesses

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based on those criteria.

intends to implement a remediation plan in fiscal year 2021 in response to the other identified material weakness in financial

Our planned remediation efforts to address lack of segregation of duties and accounting for complex financial transactions

include using third parties to perform accounting tasks, enhancing procedures for recording and reviewing complex transactions,

performing more independent reconciliations or reviews and hiring more people.

Our planned remediation efforts to address lack

of sufficient technology infrastructure include upgrading and engaging technology consultants with specific financial reporting

expertise using our accounting and financial reporting system.

We believe that these remediation efforts, if successfully implemented,

will improve our internal control over financial reporting.

in Internal Controls

the quarter ended December 31, 2020, we initiated remediation efforts and are still working on implementing certain controls identified

above in response to previously identified material weaknesses.

Once fully implemented, we believe that these remediation steps

will remediate our material weaknesses.

Management intends

to implement a remediation plan in fiscal year 2022 in response to the other identified material weakness in financial reporting.

Our planned remediation efforts to address lack of segregation of duties and accounting for complex financial transactions include

using third parties to perform accounting tasks, enhancing procedures for recording and reviewing complex transactions, performing

more independent reconciliations or reviews and hiring more people.

Our planned remediation efforts to address lack of sufficient

technology infrastructure include upgrading and engaging technology consultants with specific financial reporting expertise using

our accounting and financial reporting system.

We believe that these remediation efforts, if successfully implemented, will improve

our internal control over financial reporting.

Changes in Internal Controls

During the quarter

ended December 31, 2021, we initiated remediation efforts and are still working on implementing certain controls identified above

in response to previously identified material weaknesses.

Once fully implemented, we believe that these remediation steps will

remediate our material weaknesses.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

information below sets forth the name, age and position of each of our current directors and executive officers as of March 23,

Chopp –

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

Directors and Executive Officers

The information below sets forth the name,

age and position of each of our current directors and executive officers as of March 23, 2022.

Chopp – Director 69

Chopp has served as a Director of Novint Technologies since August 2013.

Chopp’s extensive capital markets experience

includes management roles in numerous investment funds and public companies.

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Chopp is an appropriate director due to his capital markets experience.

Christoff - Director 49

Ryan Christoff - Director 49

Christoff has served as a Director of Novint Technologies since April of 2011.

8 unchanged sentences

Christoff holds a Doctorate degree in Orthopedic

Physical Therapy, a Master’s Degree in physical therapy from Chatham University, and a B.S.

degree in sports medicine from

2 unchanged sentences

Christoff is an appropriate director due to his gaming industry experience.

Hirschman –

President, Treasurer and Director 51

Orin Hirschman – President, Treasurer

and Director 51

Hirschman has served as a Director of Novint Technologies since August 2013.

Hirschman has over 25 years of experience in

money management, leveraged buyouts, restructuring and venture capital.

Hirschman has been the manager of AIGH Investment

Partners, LP since 2011.

Hirschman has over 25 years of experience in money

management, leveraged buyouts, restructuring and venture capital.

Hirschman has been the manager of AIGH Investment Partners,

LP since 2011.

From 1994 until 2001 Mr.

Hirschman served as a co-manager of two private investment funds, Adam Smith

Investment Partnerships and Adam Smith Investment Partners, Ltd (the “Adam Smith Funds”).

Hirschman served as a co-manager of two private investment funds, Adam Smith Investment

Partnerships and Adam Smith Investment Partners, Ltd (the “Adam Smith Funds”).

In addition to Mr.

Hirschman’s

private placement investments over the last fifteen years, the Adam Smith Funds, and AIGH Investment Partners, LP, his experience

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actively involved in the financing and structuring of over 70 companies, including many high technology companies.

Hirschman’s

educational background includes an M.B.A.

4 unchanged sentences

due to his capital markets experience.

between Officers and Directors

Arrangements between Officers and

our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person, including

directors, pursuant to which the officer or director was selected to serve as an officer or director.

in Certain Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any

matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any

of the items set forth under Item 401(f) of Regulation S-K.

Involvement in Certain Legal Proceedings

We are not aware of

any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy,

insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth

under Item 401(f) of Regulation S-K.

Corporate Governance

believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

This section describes key corporate governance practices that we have adopted.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered

class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common

stock and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulations

to furnish us with copies of all Section 16(a) forms they file.

our knowledge, based solely upon a review of Forms 3, 4, and 5 furnished to us during the fiscal year ended December 31, 2020,

we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable

filing requirements during the fiscal year ended December 31, 2020.

Board of Directors adopted a Code of Conduct and Ethics (the “Code”) in March 2006, which applies to our officers,

directors and employees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the

Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of

our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock

and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish

us with copies of all Section 16(a) forms they file.

To our knowledge, based

solely upon a review of Forms 3, 4, and 5 furnished to us during the fiscal year ended December 31, 2021, we believe that the directors,

executive officers, and greater than ten percent beneficial owners have complied with all applicable filing requirements during

the fiscal year ended December 31, 2021.

Code of Ethics

Our Board of Directors

adopted a Code of Conduct and Ethics (the “Code”) in March 2006, which applies to our officers, directors and employees.

The purpose of the Code is to deter wrongdoing and to promote:

and ethical conduct, including the ethical handling of actual or apparent conflicts of

interest between personal and professional relationships;

fair, accurate, timely and understandable disclosure in reports and documents that the

Company files with, or submits to the Securities and Exchange Commission (“SEC”)

and in other public communications made by the Company;

with applicable laws and governmental rules and regulations;

prompt internal reporting of violations of the Code to an appropriate person or persons

identified in the Code;

● accountability

for adherence to the Code.

copy of the Code is filed as Exhibit 14.1 and is incorporated herein by reference.

Committee and Financial Experts;

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

compliance with applicable laws and governmental rules and regulations;

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code;

accountability for adherence to the Code.

A copy of the Code

is filed as Exhibit 14.1 and is incorporated herein by reference.

Audit Committee and Financial Experts;

Compensation Committee;

Nominating and Governance Committee

we do not have separately designated Audit, Compensation or Nominating and Governance Committees.

Our small size, lack of revenue

and inability to compensate officers or directors precludes us from attracting a sufficient number of directors to staff such

Currently, we do not

have separately designated Audit, Compensation or Nominating and Governance Committees.

Our small size, lack of revenue and inability

to compensate officers or directors precludes us from attracting a sufficient number of directors to staff such committees.

EXECUTIVE COMPENSATION

Compensation Table

was no compensation paid, earned or accrued for services by our executive officers in the fiscal years ended December 31, 2020

and December 31, 2019.

of December 31, 2020, there is no cash compensation paid to directors for their service on our board of directors.

Compensation Plan Information

of December 31, 2020, there is no equity compensation plan in effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Holders and Management

following tables set forth, as of December 31, 2020, certain information concerning the beneficial ownership of our capital stock

by each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

Summary Compensation Table

There was no compensation paid, earned or

accrued for services by our executive officers in the fiscal years ended December 31, 2021 and December 31, 2020.

Director Compensation

There was no cash compensation paid to directors

for their service on our Board during the years ended December 31, 2021 and December 31, 2020

Equity Compensation Plan Information

As of December 31,

2021, there is no equity compensation plan in effect.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial

Holders and Management

The following tables

set forth, as of December 31, 2021, certain information concerning the beneficial ownership of our capital stock by each stockholder

known by us to own beneficially 5% or more of any class of our outstanding stock;

each director;

executive officer;

each named executive officer;

all of our executive officers and directors as a group;

and each person, or group of affiliated persons, who

is known by us to beneficially own more than 5% of any class of our outstanding stock.

of December 31, 2020, the Company had authorized 500,000,000 shares of common stock, par value $0.0001, of which there were 202,308,728

shares of common stock outstanding.

ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect

to our common stock.

Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days

of December 31, 2020 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating

the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.

and each person, or group of affiliated persons, who is known by us to

beneficially own more than 5% of any class of our outstanding stock.

As of December 31,

2021, the Company had authorized 500,000,000 shares of common stock, par value $0.0001, of which there were 202,308,728 shares

of common stock outstanding.

Beneficial ownership

is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our

common stock.

Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of December

31, 2021 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the

percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.

as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all

of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

Ownership of Certain Beneficial Owners & Management

Security Ownership of Certain Beneficial

Owners & Management

Name and Address of Beneficial Owner

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Ellis International (3)

100 Merrick Road–Suite 400W

Rockville Centre, NY 11570

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as a Group (5)

Calculated on the basis of 202,308,728 shares of Common Stock outstanding

Hirschman a Director of the Company has sole voting and dispositive power over shares held by AIGH Investment Partners LLC

Chopp a Director of the Company shares voting and dispositive power over shares held by Ellis International

Packer has sole voting and dispositive power over 687,068 common shares held by Mr.

(1) Calculated on the basis of 202,308,728

shares of Common Stock outstanding

Hirschman a Director of the Company

has sole voting and dispositive power over shares held by AIGH Investment Partners LLC

Chopp a Director of the Company

shares voting and dispositive power over shares held by Ellis International

Packer has sole voting and dispositive

power over 687,068 common shares held by Mr.

Packer personally.

Packer shares voting

and dispositive power over 11,373,478 common shares held by Globis Capital Partners and by Globis Overseas Fund Ltd.

Packer shares voting and dispositive power over 11,373,478

common shares held by Globis Capital Partners and by Globis Overseas Fund Ltd.

Christoff, Mr.

Chopp and Mr.

Hirschman are serving as directors of the Company.

Hirschman is serving as President

on an interim part-time basis.

Applicable percentage of ownership is based on 202,308,728 shares of common stock outstanding on December 31, 2020.

ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock

within 60 days of December 31, 2020, for each stockholder.

Beneficial ownership is determined in accordance with the rules of

the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock subject to securities

exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December

31, 2020, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage

of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other

Our common stock is our only issued and outstanding class of securities eligible to vote.

Unless otherwise stated, all

shareholders can be reached at mailing address 100 Merrick Road–Suite 400W, Rockville Centre, NY 11570.

Rabbi Nusyn Pinches Erlich has sole voting and dispositive power over those shares.

Konrad Ackermann is the managing director and has sole voting power over those shares.

are not aware of any arrangement that might result in a change in control in the future.

We have no knowledge of any arrangements,

including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the

Company’s control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Company has no agreement that provides for payment to executive officers at, following, or in connection with the resignation,

retirement or other termination, or a change in control of Company or a change in any executive officer’s responsibilities

following a change in control.

Hirschman, the Company’s Interim President and sole employee serves on an unpaid basis.

Hirschman is serving as President on an interim part-time

(6) Applicable percentage of ownership

is based on 202,308,728 shares of common stock outstanding on December 31, 2021.

Percentage ownership is determined based on shares

owned together with securities exercisable or convertible into shares of common stock within 60 days of December 31, 2021, for

each stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or

investment power with respect to securities.

Shares of common stock subject to securities exercisable or convertible into shares

of common stock that are currently exercisable or exercisable within 60 days of December 31, 2021, are deemed to be beneficially

owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not

treated as outstanding for the purpose of computing the percentage ownership of any other person.

Our common stock is our only

issued and outstanding class of securities eligible to vote.

Unless otherwise stated, all shareholders can be reached at mailing

address 100 Merrick Road–Suite 400W, Rockville Centre, NY 11570.

Nusyn Pinches Erlich has sole voting and dispositive power over those shares.

(8) Konrad Ackermann is the managing

director and has sole voting power over those shares.

Change in Control

We are not aware of

any arrangement that might result in a change in control in the future.

We have no knowledge of any arrangements, including any

pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has no

agreement that provides for payment to executive officers at, following, or in connection with the resignation, retirement or other

termination, or a change in control of Company or a change in any executive officer’s responsibilities following a change

Hirschman, the Company’s Interim President and sole employee serves on an unpaid basis.

Director Independence

PRINCIPAL ACCOUNTING FEES AND SERVICES

aggregate fees billed and expected to be billed for professional services rendered by Sadler, Gibb & Associates, LLC for the

2020 fiscal year, primarily related to the audit of our annual consolidated financial statements for the 2020 fiscal year, and

the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the 2020 fiscal year were approximately

$17,750 (including direct engagement expenses).

aggregate fees billed for professional services rendered by Sadler, Gibb & Associates, LLC for the 2019 fiscal year, primarily

related to the audit of our annual consolidated financial statements for the 2019 fiscal year, the reviews of the financial statements

included in our Quarterly Reports on Form 10-Q for the 2019 fiscal year, comfort letters and registration statements, were $37,417

(including direct engagement expenses).

Audit-Related

fees were billed by Sadler, Gibb & Associates, LLC for audit-related services for the 2020 or 2019 fiscal year.

fees were billed by Sadler, Gibb & Associates, LLC for tax-related services for the 2020 or 2019 fiscal year.

fees were billed by Sadler, Gibb & Associates, LLC for services other than the audit for the 2020 and 2019 fiscal years.

TO FINANCIAL STATEMENTS

The aggregate fees

billed and expected to be billed for professional services rendered by Sadler, Gibb & Associates, LLC for the 2021 fiscal year,

primarily related to the audit of our annual consolidated financial statements for the 2021 fiscal year, and the reviews of the

financial statements included in our Quarterly Reports on Form 10-Q for the 2021 fiscal year were approximately $16,000 (including

direct engagement expenses).

The aggregate fees

billed and expected to be billed for professional services rendered by Sadler, Gibb & Associates, LLC for the 2020 fiscal year,

primarily related to the audit of our annual consolidated financial statements for the 2020 fiscal year, and the reviews of the

financial statements included in our Quarterly Reports on Form 10-Q for the 2020 fiscal year were approximately $17,750 (including

direct engagement expenses).

Gibb & Associates, LLC

Audit-Related Fees

No fees were billed

by Sadler, Gibb & Associates, LLC for audit-related services for the 2021 or 2020 fiscal year.

No fees were billed

by Sadler, Gibb & Associates, LLC for tax-related services for the 2021 or 2020 fiscal year.

All Other Fees

No fees were billed

by Sadler, Gibb & Associates, LLC for services other than the audit for the 2021 and 2020 fiscal years.

INDEX TO FINANCIAL STATEMENTS

NOVINT TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm –

Sadler, Gibb & Associates, LLC

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Years Ended December 31, 2021 and 2020

Statement of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

Statement of Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

Notes to Financial Statements

of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Novint Technologies, Inc.:

Report of Independent Registered Public

Accounting Firm

To the Board of Directors and Shareholders of Novint

Technologies, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Novint Technologies, Inc.

(“the Company”) as of December 31, 2020 and 2019, the related statements of operations,

stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2020 and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to

above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity

with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of

Novint Technologies, Inc.

(“the Company”) as of December 31, 2021 and 2020, the related statements of operations, stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2021 and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the

United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability

to continue as a going concern.

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered

recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going

Management's plans in regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) related to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any

way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing

separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

Critical Audit Matter Description

As described further in Note 1 to the financial

statements, the Company has incurred losses each year from inception through December 31, 2020 and expects to incur additional

losses in the future.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial

business plan and ultimately to attain profitable operations.

Accordingly, the Company has determined that these factors raise

substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of

these financial statements.

Management intends to continue to fund its business by way of private placements and advances from

related parties as may be required, in order satisfy the Company’s obligations as they come due for at least one year from

the financial statement issuance date.

However, the Company has not concluded that these plans alleviate the substantial doubt

related to its ability to continue as a going concern.

Critical Audit Matter Was Addressed in the Audit

We determined the Company’s ability to

continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available

capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

We inquired of Company management and

reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed.

We assessed whether the Company’s

determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

We performed testing procedures such as

analytical procedures to identify conditions and events that indicate there could be substantial doubt about the entity's ability

to continue as a going concern for a reasonable period of time.

We reviewed and evaluated management’s

plans for dealing with adverse effect of these conditions and events.

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there were no critical audit matters.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since 2017.

March 23, 2022

Technologies, Inc.

Novint Technologies, Inc.

BALANCE SHEETS

CURRENT ASSETS:

Cash and cash equivalents

Prepaid expenses and other current assets

Accounts receivables - related party

Prepaid expenses

Total Current Assets

2 unchanged sentences

Accounts payable and accrued expenses

Accrued royalties

Total Current Liabilities

2 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

12,500,000 shares authorized, 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020

Common stock, $ 0.0001 par value;

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

500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of December 31, 2021 and December 31, 2020

Additional paid in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements

Technologies, Inc.

OF OPERATIONS

Years Ended December 31

The accompanying notes are an integral part

of these financial statements.

Novint Technologies, Inc.

STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Operating Expenses

8 unchanged sentences

Provision for income taxes

$ ( 170,509 )

$ ( 167,986 )

Net loss per share

2 unchanged sentences

Basic and Diluted

The accompanying notes are an integral part of these financial statements

Technologies, Inc.

OF STOCKHOLDERS’

The accompanying notes are an integral part

of these financial statements.

Novint Technologies, Inc.

STATEMENT OF STOCKHOLDERS’

Year Ended December 31, 2021

Balances, December 31, 2020

$ ( 41,454,121 )

$ ( 374,597 )

Balances, December 31, 2021

$ ( 41,624,630 )

$ ( 545,106 )

Year Ended December 31, 2020

Balances, December 31, 2019

$ ( 41,286,135 )

$ ( 206,611 )

Balances, December 31, 2020

$ ( 41,454,121 )

$ ( 374,597 )

The accompanying notes are an integral part of these financial statements.

Technologies, Inc.

OF CASH FLOWS

Years Ended December 31,

Novint Technologies, Inc.

STATEMENTS OF

For the Year Ended December 31,

Cash flows from operating activities:

$ ( 170,509 )

$ ( 167,986 )

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts receivables

Accounts payable and accrued expenses

Accrued royalties

Net cash used in operating activities

5 unchanged sentences

Cash paid for taxes

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part

of these financial statements.

NOVINT TECHNOLOGIES, INC.

1 unchanged sentence

DECEMBER 31, 2021 AND 2020

DESCRIPTION OF BUSINESS

NOTE 1 – DESCRIPTION OF BUSINESS

Technologies, Inc.

(the “Company”, “Novint”, “we”

or “us”) was originally incorporated

(the “Company”, “Novint”, “we” or “us”) 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.

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

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 on the consumer interactive computer gaming market but the Company also does project work

Haptics refers to one’s sense

The Company’s focus is on 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 December 31, 2020, had an accumulated

deficit of $41,454,121.

Going Concern and Management’s Plans

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 of business.

The Company has incurred recurring losses and at December 31, 2021, had an accumulated deficit of

$ 41,624,630 .

For the year ended December 31, 2021, the Company sustained a net loss of $ 170,509 .

These factors, among

others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from

the date these 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.

These factors, among others, raise

substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these

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

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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;

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;

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;

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.

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.

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

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.

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.

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.

At times balances may exceed FDIC insured limits.

The Company has not experienced any losses in

such accounts.

The Company has not experienced any losses in such accounts.

NOVINT TECHNOLOGIES, INC.

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DECEMBER 31, 2021 AND 2020

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 the following five-step process to achieve this core principle:(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.

shown in these financial statements relates to revenue from the sale of the Falcon 3D Touch Haptic Controller (the “Falcon”),

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 the following five-step process to achieve this core principle:(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.

shown in these financial statements relates to revenue from 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 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.

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.

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.

Revenue is 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.

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.

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.

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.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

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.

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.

NOVINT TECHNOLOGIES, INC.

1 unchanged sentence

DECEMBER 31, 2021 AND 2020

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:

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

Trade payables

2 unchanged sentences

Total accounts payable and accrued expenses

royalties relate to the Company’s 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 December 31, 2020 and December 31, 2019 was $583,132 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.

COMMITMENTS AND CONTINGENCIES

Accrued royalties relate to the Company’s

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 December 31, 2021 and December 31, 2020 were $ 633,132 and $ 583,132 , 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 4 – COMMITMENTS AND CONTINGENCIES

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

2 unchanged sentences

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

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 2017 through 2020.

of December 31, 2020, the Company had federal and state net operating loss carry forwards of $34.0 million and $0.7 million, respectively.

Federal net operating losses generated prior to January 1, 2018, amounting to $33.5 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 $0.4 million, no longer have an expiration.

State net operating loss carryforwards will begin to expire in 2035 through

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.

valuation allowance overall increased by approximately $41,000 and 34,000 in the years ended 2020 and 2019, respectively, and

was approximately $7,059,000 and $7,018,000, respectively.

The Company has fully reserved the deferred tax asset resulting from

available net operating loss carryforwards.

NOTE 5 – INCOME TAXES

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 2018 through 2021.

As of December 31, 2021,

the Company had federal and state net operating loss carry forwards of $ 34.1

million and $ 0.9

million , respectively.

Federal net operating losses generated prior to January 1, 2018, amounting to $ 33.5

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 $ .6

million , no longer have an expiration but are limited to 80% of taxable income .

State net operating loss carryforwards will begin

to expire in 2035 through 2041 .

The Company does not

record 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.

The valuation allowance

overall increased by approximately $ 143,000 and 41,000 in the years ended 2021 and 2020, respectively, and was approximately $7,201,000

and $7,059,000, respectively.

The Company has fully reserved the deferred tax asset resulting from available net operating loss

carryforwards.

NOVINT TECHNOLOGIES, INC.

1 unchanged sentence

DECEMBER 31, 2021 AND 2020

reconciliation of income tax expense computed at the U.S.

federal statutory rate to the income tax provision for the years ended

December 31, 2020 and 2019 is as follows:

The reconciliation

of income tax expense computed at the U.S.

federal statutory rate to the income tax provision for the years ended December 31,

2021 and 2020 is as follows:

Years Ended December 31,

Income before income taxes

$ ( 170,509 )

$ ( 167,986 )

Taxes under statutory US tax rates

2 unchanged sentences

Income tax expense

increase in the Company's net valuation allowance was caused by continued net operating losses from ongoing operations.

income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

The increase in the

Company’s net valuation allowance was caused by continued net operating losses from ongoing operations.

Deferred income

taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

reporting purposes and amounts used for income tax purposes.

2 unchanged sentences

Years Ended December 31,

Deferred Tax Assets

Net operating loss carryforwards

Valuation allowance

( 7,200,872 )

( 7,059,329 )

Net deferred tax assets

STOCKHOLDERS’

Company is 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 approval.

Company is 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 December 31, 2020.

SUBSEQUENT EVENTS

Company has evaluated subsequent events through the date these financial statements were issued and included in this Annual Report

on Form 10-K filed with the SEC.

NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is 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 approval.

The Company is 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 December 31, 2021.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through

the date these financial statements were issued and included in this Annual Report on Form 10-K filed with the SEC the following subsequent

On January 7, 2022, the Company had received full

payment of the accounts receivable - related party balance due to us at December 31, 2021.

NOVINT TECHNOLOGIES, INC.

1 unchanged sentence

DECEMBER 31, 2021 AND 2020

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

For the financial statements included in this annual report, see “Index to the Financial Statements”

Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the required information

is included in the financial statements or notes thereto.

The list of exhibits filed as a part of this annual report is set forth on the Exhibit Index immediately preceding

such exhibits and is incorporated by reference in this Item 15(a)(3).

EXHIBITS AND FINANCIAL STATEMENT

(a)(1) Financial Statements.

the financial statements included in this annual report, see “Index to the Financial Statements” on page F-1.

(a)(2) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the required information is included in the financial statements

or notes thereto.

(a)(3) Exhibits.

The list of exhibits

filed as a part of this annual report is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated

by reference in this Item 15(a)(3).

(b) Exhibits.

See Exhibit Index.

Separate Financial Statements and Schedules .

Certification of the President

and Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to section 302 of the Sarbanes- Oxley

Act of 2002 (filed herewith).

EXHIBIT INDEX

Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification pursuant to 18 U.S.C.

1 unchanged sentence

XBLR Instance Document

XBLR Taxonomy Extension

Schema Document

XBLR Taxonomy Extension

Calculation Linkbase Document

XBLR Taxonomy Extension

Definition Linkbase Document

XBLR Taxonomy Extension

Label Linkbase Document

XBLR Taxonomy Extension

Presentation Linkbase Document

XBLR Taxonomy Extension Schema Document

XBLR Taxonomy Extension Calculation Linkbase Document

XBLR Taxonomy Extension Definition Linkbase Document

XBLR Taxonomy Extension Label Linkbase Document

XBLR Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

1 unchanged sentence

† Management contract or compensatory plan or arrangement.

Confidential treatment has been granted with respect to certain portions of this exhibit.

± Confidential treatment has been granted with respect

to certain portions of this exhibit.

Pursuant to the requirements

10 unchanged sentences

/s/Orin Hirschman

President, Principal Executive Officer and

(Principal Financial Officer)

President, Principal Executive

Officer and Director

March 23, 2021

Orin Hirschman

(Principal Financial Officer)

/s/ Martin Chopp

4 unchanged sentences

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 9A. Controls and Procedures