What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-13 · 184 added, 161 removed, 172 unchanged (67% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis

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to, those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020.

We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any

facts, events, or circumstances after the date hereof that may bear upon forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from

any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements.

Furthermore, we cannot guarantee

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The unaudited condensed consolidated financial

information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations,

Stockholders’ Equity and Cash Flow for the quarterly periods ended June 30, 2021 and 2020 gives effect to our acquisition of OXYS

Corporation (“ OXYS ”) on July 28, 2017.

In accordance with the accounting reporting requirements for the recapitalization

related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the

shares outstanding and the par value of the common stock of OXYS.

Additionally, all intercompany transactions between the Company and

OXYS have been eliminated.

information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of

Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended September 30, 2021 and 2020 gives effect to our

acquisition of OXYS Corporation (“ OXYS ”) on July 28, 2017.

In accordance with the accounting reporting requirements

for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to

reflect the change in the shares outstanding and the par value of the common stock of OXYS.

Additionally, all intercompany transactions

between the Company and OXYS have been eliminated.

Forward-Looking Statements

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To the extent that such statements

are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties.

Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief

is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or

belief will result or be achieved or accomplished.

are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and

uncertainties.

Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation

or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation

or belief will result or be achieved or accomplished.

Factors that may cause differences between actual

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on April 6, 2021, and are not limited to the following:

the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders;

the unprecedented impact of COVID-19 pandemic on our business, customers,

employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders;

general market and economic conditions;

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new product introductions by competitors;

the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;

the ability of competitors to more fully leverage low-cost geographies

for manufacturing or distribution;

product pricing, including the impact of currency exchange rates;

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product quality and performance;

protection of our products and brand by effective use of intellectual property laws;

protection of our products and brand by effective use of intellectual

property laws;

the financial strength of our competitors;

the outcome of any future litigation or commercial dispute;

barriers to entry imposed by competitors with significant market power in new markets;

barriers to entry imposed by competitors with significant market power

in new markets;

government actions throughout the world;

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and similar expressions to identify these forward-looking statements.

Prospective investors should not place undue reliance on these statements,

which apply only as of the date of this document.

Our actual results could differ materially from those anticipated in these forward-looking

Prospective investors should not place undue reliance on these

statements, which apply only as of the date of this document.

Our actual results could differ materially from those anticipated in these

forward-looking statements.

Critical Accounting Policies

The following discussions are based upon our financial

statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

These financial

statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.

The following discussions are based upon our

financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United

The preparation of these financial statements

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The impact of COVID-19

on our operating results for the six months ended June 30, 2021 limited our ability to obtain new business, in all material respects,

on our operating results for the nine months ended September 30, 2021 limited our ability to obtain new business, in all material respects,

due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods,

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Governments around the world have mandated, and continue to introduce, orders to slow the transmission

of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions

that prohibit many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has introduced significant

volatility in the financial markets.

of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work

restrictions that prohibit many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has introduced

significant volatility in the financial markets.

Historical Background

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On December 14, 2017, we entered into a Share

Exchange Agreement (the “ HereLab SEA ”) with HereLab, Inc., a Delaware corporation (“ HereLab ”), and

HereLab’s two shareholders pursuant to which we would acquire all the issued and outstanding shares of HereLab in exchange for the

issuance of 1,650,000 shares of our Common Stock, on a pro rata basis, to HereLab’s two shareholders.

The closing of the transaction

occurred on January 11, 2018 and HereLab became our wholly-owned subsidiary.

A new management team was put into place in 2018,

which constitutes our current management team.

Exchange Agreement (the “ HereLab SEA ”) with HereLab, Inc., a Delaware corporation (“ HereLab ”),

and HereLab’s two shareholders pursuant to which we would acquire all the issued and outstanding shares of HereLab in exchange

for the issuance of 1,650,000 shares of our Common Stock, on a pro rata basis, to HereLab’s two shareholders.

The closing of the

transaction occurred on January 11, 2018 and HereLab became our wholly-owned subsidiary.

At the present time, we have two, wholly-owned

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HereLab is also an early-stage technology development company.

The Company received its first revenues in the last

quarter of 2017, has continued to realize revenues in 2020, and didn’t realize revenue growth in 2021 once the pandemic hit.

We develop hardware, software and algorithms that

monitor, measure and predict conditions for energy, structural, agricultural and medical applications.

We received our first revenues in the last quarter

of 2017, continued to realize revenues until 2020 when the pandemic hit, and we have failed to realize revenues through 2021.

We develop hardware, software and algorithms

that monitor, measure and predict conditions for energy, structural, agricultural and medical applications.

We use domain-specific Artificial

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hardware architecture that adapts to a wide range of customer needs and applications.

We use open-source software tools, while still creating

proprietary content for customers, thereby reducing software development time and cost.

The software works with the hardware to collect

data from the equipment or structure that is being monitored.

We use open-source software tools, while still

creating proprietary content for customers, thereby reducing software development time and cost.

The software works with the hardware

to collect data from the equipment or structure that is being monitored.

We focus on developing insights.

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Results of Operations for the Three Months

Ended June 30, 2021 compared to the Three Months Ended June 30, 2020

For the three months ended June 30, 2021, the

Company did not earn any revenues.

The Company incurred professional fees of $165,341, interest expense of $110,891, payroll expense of

$96,598, amortization of intangible assets of $12,341, and other general and administrative expenses (“ G&A ”) of

6,993, offset by a gain on change in fair market value of derivative liability of $105,961.

As a result, the Company incurred a net loss

of $286,203 for the three months ended June 30, 2021.

Comparatively, for the three months ended June

30, 2020, the Company earned revenues of $26,171 and incurred related cost of sales of $12,487.

The Company incurred professional fees

of $244,216, interest expense of $49,434, amortization of intangible assets of $12,341, G&A expenses of $17,037, and a loss on change

in fair market value of derivative liability of $75,324.

As a result, the Company incurred a net loss of $384,668 for the three months

ended June 30, 2020.

Results of Operations for the Six Months

Ended June 30, 2021 compared to the Six Months Ended June 30, 2020

For the six months ended June 30, 2021, the Company

did not earn any revenues.

The Company incurred professional fees of $376,496, interest expense of $232,338, payroll expense of $138,279,

amortization of intangible assets of $24,818, and G&A expenses of $14,440, offset by gain on extinguishment of debt of $120,000 and

gain on change in the fair market value of derivative liability of $190,661.

As a result, the Company incurred a net loss of $475,710

for the six months ended June 30, 2021.

Comparatively, for the six months ended June 30,

2020, the Company earned revenues of $41,771 and incurred related cost of sales of $21,121.

The Company incurred professional fees of

$431,337, interest expense of $567,723, amortization of intangible assets of $24,682, other G&A expenses of $32,223, loss on change

in the fair market value of derivative liability of $139,232, partially offset by miscellaneous income of $409.

As a result, the Company

incurred a net loss of $1,174,138 for the six months ended June 30, 2020.

Ended September 30, 2021 compared to the Three Months Ended September 30, 2020

For the three months ended September 30, 2021,

we recorded revenues of $5,280 by providing professional engineering services to a customer, and incurred cost of sales of $1,785.

incurred professional fees of $88,421, interest expense of $100,701, payroll expense of $112,541, amortization of intangible assets of

$12,477, and other general and administrative expenses (“ G&A ”) of $7,569.

We recorded a loss of $18,103 due to

change in the fair market value of derivative liability, $5,626 preferred stock dividend, and recorded $10,000 as other income for the

EIDL Supplemental advance received under the CARES Act from Small Business Administration.

As a result, we incurred a net loss of $331,433

for the three months ended September 30, 2021.

Comparatively, for the three months ended September

30, 2020, we recorded revenues of $0 and incurred related cost of sales of $0.

We incurred professional fees of $240,919, interest expense

of $72,681, amortization of intangible assets of $12,477, G&A expenses of $11,121, patent license fees of $1,644, and a gain due

to change in fair market value of derivative liability of $25,181, loss on extinguishment of debt of $16,205.

As a result, we incurred

a net loss of $329,866 for the three months ended September 30, 2020.

Results of Operations for the Nine Months

Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020

For the nine months ended September 30, 2021,

we earned $5,280 in revenues and $1,275 in cost of sales.

We incurred professional fees of $464,917, payroll expense of $250,820, interest

expense of $333,039, payroll expense of $250,820, amortization of intangible assets of $37,295, and G&A expenses of $22,009.

a gain on extinguishment of debt of $120,000, preferred stock dividend of $16,694, and a gain due to change in the fair market value

of derivative liability of $172,558.

As a result, we incurred a net loss of $818,211 for the nine months ended September 30, 2021.

Comparatively, for the nine months ended September

30, 2020, we earned revenues of $41,771 and incurred related cost of sales of $21,121.

We incurred professional fees of $672,256, interest

expense of $640,404, amortization of intangible assets of $37,159, patent license fees of $4,932, and G&A expense of $40,056.

recorded a loss due to change in the fair market value of derivative liability of $114,051, loss on extinguishment of debt of $16,205,

partially offset by miscellaneous income of $409.

As a result, we incurred a net loss of $1,504,004 for the nine months ended September

Year over Year (YoY) revenue for the three months

ended June 30, 2021 was less than in same period of 2020.

This was due to longer than anticipated customer acquisition times.

resulted in a challenging quarter relative to generating revenue.

ended September 30, 2021 was more than in same period of 2020.

While customer acquisition times continue to be longer than anticipated,

we accrued revenue for the first time in the past four quarters.

Our Annual Report on Form 10-K for the year ended December 31, 2020

disclosed risks of ongoing concerns, and those concerns still exist.

A counterbalance to the revenue headwinds is the

achievements we have made.

Our achievements, to date, bolster our optimism

for future growth.

Year to Date, in 2021

We have entered into a total of four NDAs with two New England Biotech companies, one Biomedical company, and one South American Structural Health Monitoring company.

Our customer engagement process consists of several steps, the first being the execution of an NDA, which then allows us to quickly define a problem statement of interest to the client, which then leads to a definition of scope of work for the first contract.

We expect these agreements to lead to new business in due time.

We have entered into NDAs with two major New England Universities to pursue an NSF grant associated with our Structural Health Monitoring expertise.

We have secured significant and supportive funding, which has supported ongoing operations in Q1, Q2, and most recently Q3.

We named a new interim CTO, emphasizing our focus on the Artificial Intelligence (AI) and Machine Learning (ML) aspects of our business.

The interim CTO successfully completed his term and will continue to provide technical guidance as Advisory Board Chairman.

Our CEO, as part of his responsibilities, will assume the duties of CTO until we finalize a successor.

We have rebuilt our Advisory Board with two new members, our former CTO who will serve as a technical advisor and overall leader of the Advisory Board, and the second with a strong legal and business background.

We generated revenue during Q3 by sub-contracting to our partner Aingura IIoT, S.L.

projects they were awarded, several of which were the direct or indirect result of our partnership.

We expect additional sub-contracts

in future quarters.

We have entered into a total of six NDAs with potential

two New England Biotech companies, two Medical Device Component Manufacturers, one Biomedical company, and one South American

Structural Health Monitoring company.

The signing of an NDA is the first step in our collaboration with our customers.

these agreements to lead to new business in due time.

We have entered into NDAs with two major New England Universities to

pursue an NSF grant associated with our Structural Health Monitoring expertise.

We have secured significant funding, which has supported ongoing operations

throughout 2021.

We named a new interim CTO, emphasizing our focus on the Artificial

Intelligence (AI) and Machine Learning (ML) aspects of our business.

The interim CTO successfully completed his term and will continue

to provide technical guidance as Advisory Board Chairman.

Our CEO, as part of his responsibilities, will assume the duties of CTO

until we finalize a successor.

We have rebuilt our Advisory Board with two new members, our former

CTO who will serve as a technical advisor and overall leader of the Advisory Board, and the second with a strong legal and business

We believe the underlying strengths of the Company

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contributions of our former interim CTO (and now Advisory Board Chairman) leading

our technology team, an MIT PhD level Machine Learning Algorithm Engineer;

our technology team;

and strong execution on contracts to date.

Those completed

contracts to date have produced two successful pilot programs:

one on manufacturing operations for our Fortune 500 Pharma customer, and

a pilot with a full year of data collection and analysis on our structural health monitoring program for a New England state’s DOT.

Our continued focus on high potential growth markets (specifically Biotech, Pharma, and Medical Device Operations, as well as Structural

Health Monitoring), have yielded numerous prospects for future growth.

Furthermore, the strength of our target market, the Industrial

Internet of Things (IIoT), continues:

Market research shows the worldwide IIoT market in 2020 was $77.3 billion USD and is projected to

be $110.6 billion USD by 2025 (7.4% CAGR).

It is anticipated that revenue will be generated

in the second half of 2021, yielding YoY revenue growth that will exceed that for the same period of 2020.

This is due to the hard work

of the past year that has resulted in two successful pilots, in two of our key target industry verticals.

We now have data and algorithms

to build strong use cases and marketing collateral that can be leveraged to extend contracts with current customers and win additional

contracts with new customers in all targeted industry segments.

Those completed contracts to date have produced two successful pilot

one on manufacturing operations for our Fortune 500 Pharma customer, and a pilot with a full year of data collection and analysis

on our structural health monitoring program for a New England state’s DOT.

Our continued focus on high potential growth markets

(specifically Biotech, Pharma, and Medical Device Operations, as well as Structural Health Monitoring), have yielded numerous prospects

for future growth.

Furthermore, the strength of our target market, the Industrial Internet of Things (IIoT), continues:

Market research

shows the worldwide IIoT market in 2021 was $76.7 billion USD and is projected to be $106.1 billion USD by 2026 (6.7% CAGR).

___________________

Industrial IoT Market Report, July 2021, MarketandMarkets Research Private Ltd.

Industrial IoT Market Size, Share and Trends Forecast to 2026 | MarketsandMarkets™

As anticipated, revenue has been generated in

the last half of 2021, yielding YoY revenue growth that exceeds that for the same period of 2020.

This is due to the hard work of the

past year that has resulted in two successful pilots, in two of our key target industry verticals.

We now have data and algorithms to

build strong use cases and marketing collateral that can be leveraged to extend contracts with current customers and win additional contracts

with new customers in all targeted industry segments.

Also, the strength of the Aingura IIoT, S.G.

collaboration agreement has

bolstered financial stability, added talent breadth and depth, and complimentary industry segment experience.

We recently announced our

partner, Aingura IIoT, S.L., won an initial contract with ArcelorMittal, the largest steel manufacturer in North America, South America,

and Europe and is further evidence of this collaboration’s value.

Furthermore, the continued liquidity of our stock has attracted

funding opportunities, and access to additional capital has and will enable funding of business development, staff augmentation, and inorganic

collaboration agreement has bolstered

financial stability, added talent breadth and depth, and complimentary industry segment experience.

We previously announced our partner,

Aingura IIoT, S.L., won an initial contract with ArcelorMittal, the largest steel manufacturer in North America, South America, and Europe

and is further evidence of this collaboration’s value.

Furthermore, the continued liquidity of our stock has attracted funding

opportunities, and access to additional capital has and will enable funding of business development, staff augmentation, and inorganic

growth opportunities.

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savvy technological talent, and operational execution

we believe these revenue goals are achievable.

https://www.marketsandmarkets.com/pdfdownloadNew.asp?id=129733727

we believe future revenue growth is achievable.

Liquidity and Capital Resources

At June 30, 2021, the Company reported a cash

balance of $80,262, which represents a $22,812 decrease from the $103,074 balance at December 31, 2020.

This decrease in cash was primarily

the result of cash used in operating activities of $394,722 offset by the cash proceeds received from sale of common stock of $371,910,

net of commissions.

At June 30, 2020, the Company reported a cash balance of $34,032.

At September 30, 2021, we reported a cash

balance of $103,013, which represents a $61 decrease from the $103,074 cash balance at December 31, 2020.

This decrease in cash was

primarily the result of cash used in operating activities of $521,911 offset by the cash proceeds received from sale of common stock

of $521,850, net of commissions.

At September 30, 2020, we reported a cash balance of $48,495, and recorded a cash increase of

$24,283 for the nine months ended September 30, 2020.

Operating Activities

Net cash used in operating activities for the

six months ended June 30, 2021 was $394,722, primarily as a result of our net loss of $486,778, gain on extinguishment of debt of $120,000,

beneficial conversion feature discount on notes payable of $360,000, amortization of debt discount of $172,595, amortization of intangible

assets of $24,818, and change is operating assets and liabilities of $167 due to increase in prepaid expense of $4,379, accounts payable

of $4,437, accrued liabilities of $55,165, shares payable to related parties of $274,790, offset by decrease in derivative liability of

$190,661, and salaries payable to related parties of $139,519.

nine months ended September 30, 2021 was $521,911, primarily as a result of our net loss of $818,211, gain on extinguishment of debt

of $120,000, amortization of debt discount on convertible notes payable of $269,734, amortization of intangible assets of $37,294, and

change is operating assets and liabilities of $109,273 due to increase in accounts receivable of $5,280, increase in prepaid expense

of $5,346, increase in accounts payable of $10,167, increase in accrued liabilities of $84,757, increase in shares payable to related

parties of $333,950, offset by decrease in derivative liability of $172,558, and decrease in salaries payable to related parties of $136,417.

Net cash used in operating activities for the

six months ended June 30, 2020 was $56,390, primarily as a result of our net loss of $1,174,138, loss on issuance of default warrants

of $163,433, increase in penalty due to penalty provisions of $146,250, increase in principal due to fees of $16,726, amortization of

discount on notes payable of $47,490, amortization of intangible assets of $24,682, and change in operating assets and liabilities of

$719,167 due to increase in prepaid expense of $325, derivative liability of $299,120, deferred revenues of $46,425, shares payable to

related parties of $362,454 and salaries payable to related parties of $12,863, offset by decrease in accounts receivable of $11,760,

accounts payable of $420, and accrued liabilities of $12,710.

nine months ended September 30, 2020 was $41,717, primarily as a result of our net loss of $1,504,004, loss on extinguishment of debt

of $16,205, loss on issuance of default warrants of $163,433, increase in penalty due to penalty provisions of $146,250, increase in

principal due to fees of $16,726, amortization of discount on notes payable of $90,149, amortization of intangible assets of $37,159,

loss on change in FMV of derivative liability of $114,051, loss on derivative liability of $159,888, and change in operating assets and

liabilities of $718,426 due to decrease in accounts receivable of $11,760, decrease in prepaid expense of $1,282, increase in accounts

payable of $37,371, increase in accrued liabilities of $24,267, increase in deferred revenues of $46,425, increase in shares payable

to related parties of $545,673 and increase in salaries payable to related parties of $51,648.

Investing Activities

Net cash used in investing activities for the

six months ended June 30, 2021 and 2020, was $0.

nine months ended September 30, 2021 and 2020, was $0.

Financing Activities

Net cash provided by financing activities for

the six months ended June 30, 2021 was $371,910 consisting of cash proceeds from sale of common stock of $371,910, net of commissions

the nine months ended September 30, 2021 was $521,850 consisting of cash proceeds from sale of common stock of $532,500, net of commissions

paid of $10,650.

Net cash provided by financing activities for

the six months ended June 30, 2020 was $66,210 consisting of cash received from Payroll Protection Program of $36,700 and cash received

from convertible note payable of $29,510.

the nine months ended September 30, 2020 was $66,000 consisting of cash received from Payroll Protection Program of $36,700, cash received

from convertible note payable of $129,300, and cash paid for settlement of notes payable of $100,000.

The accompanying financial statements have been

prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred

losses from operations of $486,778 and $1,174,138 for the six months ended June 30, 2021 and 2020, respectively, and has an accumulated

deficiency which raises substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company will continue

to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing

to sustain its operations until it can achieve profitability and positive cash flows.

As shown in the accompanying financial statements, we have incurred losses

from operations of $818,211 and $1,504,004 for the nine months ended September 30, 2021 and 2020, respectively, and have an accumulated

deficiency which raises substantial doubt about our ability to continue as a going concern.

Management believes we will continue to incur

losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing

to sustain its operations until we can achieve profitability and positive cash flows.

Management plans to seek additional debt and/or

equity financing for the Company but cannot assure that such financing will be available on acceptable terms.

At the Company’s current

rate of expenditure, the Company anticipates that it not be able to maintain its current operations for the next twelve months;

management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of

equity securities.

There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable

The Company’s continuation as a going concern

is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain

additional financing as may be required.

Our auditors have included a going concern qualification in their auditors’ report dated

April 6, 2021.

equity financing for us but cannot assure that such financing will be available on acceptable terms.

At our current rate of expenditure,

we anticipate that we will not be able to maintain our current operations for the next twelve months;

however, management is proposing

to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities.

is no assurance that we will be successful in raising this additional capital or in achieving profitable operations.

Our continuation as a going concern is dependent

upon our ability to ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional

financing as may be required.

Our auditors have included a going concern qualification in their auditors’ report dated April 6,

Such a going concern qualification may make it more difficult for us to raise funds when needed.

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that management will be successful in implementing its business plan or that the successful implementation of such business plan will

actually improve the Company’s operating results.

actually improve our operating results.

Recently Issued Accounting Standards

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These provisions include:

an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;

an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements;

an exemption from the auditor attestation requirement in the assessment

of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;

an exemption from the adoption of new or revised financial accounting

standards until they would apply to private companies;

an exemption from compliance with any new requirements adopted by the

Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s

report in which the auditor would be required to provide additional information about our audit and our financial statements;

reduced disclosure about our executive compensation arrangements.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis