What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-03-23 · 131 added, 174 removed, 11 unchanged (97% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

and analysis should be read in conjunction with the Consolidated Financial Statements included elsewhere in this report and the

“Cautionary Note Regarding Forward-Looking Statements” above.

Novint Technologies,

(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

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.

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

During the earlier

years of Novint, the Company sold its products primarily directly to consumers and through retail channels.

When the new team came

on to try to save the Company in 2013, the Company continued to sell individual units to consumers through the Novint online store

in an effort to capture a larger percentage of the sale rather than sell through the retail channel.

At the same time, the Company

adopted a new strategy of trying to sell Falcons to professional users, small developers and institutions, such as schools, which

were more likely to make purchases of multiple units at a time and create near-term revenue for the Company..

This shift in strategy

was somewhat successful as evidenced by the higher level of sales during the next few years.

In 2017, the Company shifted strategy

to try to partner with one or more larger OEMs in the gaming space to help introduce the existing Falcon, a cost reduced version

of the Falcon and/or the Xio controller that was in development.

There has been significant interest and testing from two well-known

OEMs in the gaming space but the process with large OEMs is extremely long process and there can be no assurances that the Company

will be able to successfully conclude a partnering arrangement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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.

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

following discussion and analysis should be read in conjunction with the Consolidated Financial Statements included elsewhere

in this report and the “Cautionary Note Regarding Forward-Looking Statements” above.

Technologies, Inc.

(“Novint”, the “Company”, “we”, “our”, “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.

This merger was accounted for as a reorganization.

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

Haptics refers to one’s sense

Our focus is in the consumer interactive computer gaming market, but we conduct project work in other non-gaming areas

principal product is the Falcon, an extensible, grounded (e.g., desktop), three-dimensional (3D) haptic interaction device with

characteristics optimized for real-time force-feedback and tactile interaction.

Additionally, we have developed but not yet commercialized

the Xio product, a next generation, full arm, game controller with forced feedback.

Currently, we are focused on engaging in discussions

with potential partners and studying other ways to realize value from the Falcon and Xio products.

ACCOUNTING POLICIES AND ESTIMATES

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.

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.

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:

(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.

Revenue from product

sales relates to the sale of the Falcon haptics interface, which is a human-computer user interface and related accessories.

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

are manufactured by an unrelated party.

Revenue from product sales is recognized when the 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 all these revenue from product sales requirements are not met, such sales will be recorded as deferred revenue until such time

as all 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 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 haptics interface, 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.

Falcons are manufactured by an unrelated party.

Revenue from product sales is recognized when the 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 all these revenue from product sales requirements are not met, such sales will be recorded as deferred revenue

until such time as all revenue recognition requirements are met.

the year ended December 31, 2022, the Company did not purchase any production materials or sell any products.

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:

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 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.

RESULTS OF OPERATIONS

Year Ended December 31, 2021 Compared

to the Year Ended December 31, 2020

Year Ended December 31,

During the year ended

December 31, 2021, the Company earned revenue of $2,568 through sales of its Falcon.

During the year ended December 31, 2020,

the Company earned revenue of $1,000 through sales of its Falcon.

Operating Expenses

Year Ended December 31,

Operating Expenses

for the year ended December 31, 2021 and 2020, were $172,870 and $168,707, respectively, an increase of $4,163 or 2.5%.

was primarily due to a increase in legal fees relating to regular filings with SEC.

Other Expense

Year Ended December 31,

Other Expense

Other expenses for

the year ended December 31, 2021 and 2020, were $207 and $279, respectively, a decrease of $72 or 26%.

The decrease was primarily

due to a decrease in finance charges of $72 in 2021.

Year Ended December 31,

Net loss for the years

ended December 31, 2021 and 2020, were $170,509 and $167,986, respectively, an increase of $2,523.

The increase was primarily due

to increase in operating expenses.

We expect to continue to incur expenses and operating losses for the foreseeable future.

net loss may fluctuate significantly from quarter to quarter and year to year.

Impact of Inflation

The impact of inflation

upon our revenue and income / (loss) from operations during each of the past two fiscal years has not been material to our financial

position or results of operations for those years.

Liquidity and Capital Resources

Management has evaluated

whether there is substantial doubt about our ability to continue as a going concern and has determined that substantial doubt exists

as of the date of this filing.

This determination was based on the following:

the Company has incurred recurring losses and at

December 31, 2021, had an accumulated deficit of $41,624,630 and a working capital deficit of $545,106 and for the year ended December

31, 2021, the Company sustained a net loss of $170,509.

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, prepaid expenses, accounts payable,

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

OF OPERATIONS

Ended December 31, 2022 Compared to the Year Ended December 31, 2021

Ended December 31,

the year ended December 31, 2022, the Company did not earn any revenue.

During the year ended December 31, 2021, the Company earned

revenue of $2,568 from Falcon sales.

Ended December 31,

Expenses for the year ended December 31, 2022 and 2021, were $178,736 and $172,870, respectively, an increase of $5,866 or 3%.

The increase was primarily due to an increase in professional fees relating to regular filings with the SEC.

Ended December 31,

expenses for the year ended December 31, 2022 and 2021, were $14 and $207, respectively, a decrease of $193 or 93%.

was primarily due to a decrease in finance charges of $193 in 2022.

Ended December 31,

loss for the years ended December 31, 2022 and 2021, were $178,750 and $170,509, respectively, an increase of $8,241.

was primarily due to an increase in operating expenses.

We expect to continue to incur expenses and operating losses for the foreseeable

Our net loss may fluctuate significantly from quarter to quarter and year to year.

impact of inflation upon our revenue and income / (loss) from operations during each of the past two fiscal years has not been

material to our financial position or results of operations for those years.

and Capital Resources

has evaluated whether there is substantial doubt about our ability to continue as a going concern and has determined that substantial

doubt exists as of the date of this filing.

This determination is based on the following:

the Company has incurred recurring losses

and at December 31, 2022, had an accumulated deficit of $41,803,380 and a working capital deficit of $723,856 and sustained a

net loss of $178,750 for the year ended December 31, 2022.

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

2 unchanged sentences

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

intends to source new inventory and generate revenue.

The Company will continue to seek to raise additional funding through debt

or equity financing during the next twelve months.

While the Company believes in the viability of its strategy to generate revenues

and in its ability to raise additional funds, there can be no assurances to that effect.

The 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.

Cash Flow Activities

As of December 31,

2021, we had a total cash balance of $185,935.

Our cash flow from operating activities for the fiscal year ended December 31, 2021

resulted in net cash used in operating activities of $136,097 compared with net cash used in operating activities of $109,683 for

the previous year ended December 31, 2020.

We did not have any cash flow from investing activities or financing activities for

the years ended December 31, 2021 or 2020.

Contractual Obligations

We do not currently

have fixed contractual obligations or commitments that include future estimated payments.

Off-Balance Sheet Arrangements

We do not have any

off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

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

that is material to our investors.

We have no guarantees or obligations other than those that arise out of our ordinary business

Recent Accounting Standards

See Item 15 —

Note 3 to the Consolidated Financial Statements, Summary of Significant Accounting Policies, for a discussion of recent

Company will continue to seek additional funding through debt or equity financing during the next twelve months.

While the Company

believes in the viability of generating revenues from the sale of its products and in its ability to raise additional funds, there

can be no assurances to that effect.

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.

Flow Activities

of December 31, 2022, we had a total cash balance of $55,081.

Our cash flow from operating activities for the fiscal year ended

December 31, 2022 resulted in net cash used in operating activities of $130,854 compared with net cash used in operating activities

of $136,097 for the previous year ended December 31, 2021.

We did not have any cash flow from investing activities or financing

activities for the years ended December 31, 2022 or 2021.

do not currently have fixed contractual obligations or commitments that include future estimated payments.

Sheet Arrangements

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

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

resources that is material to our investors.

We have no guarantees or obligations other than those that arise out of our ordinary

business operations.

Accounting Standards

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting

Item 15 — Note 2 to the Consolidated Financial Statements, Summary of Significant Accounting Policies, for a discussion

of recent accounting standards.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company.

Accordingly, we are not required to provide the information required by this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

See our consolidated

financial statements filed with this Annual Report on Form 10-K under Item 15 below.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

our consolidated financial statements filed with this Annual Report on Form 10-K under Item 15 below.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 7. Management’s Discussion and Analysis