What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-11-16 compared with 2019-10-23 · 282 added, 217 removed, 61 unchanged (89% of the section changed)

1 unchanged sentence

Market Information

Our stock trades on the Pink Sheets under

the symbol “ODYY”.

The following table sets forth the bid prices quoted for our common stock during each quarter since

our stock began trading, as reported by the Pink Sheets, LLC in the current fiscal year.

The following quotations reflect inter-dealer

prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

The following quotations

also include the effects of any reverse and forward stock splits that may have occurred.

Our stock trades on

the OTC Markets OTCQB) under the symbol “ODYY”.

The following table sets forth the bid prices quoted for our common

stock during each quarter, as reported by the OTCQB in the current fiscal year.

The following quotations reflect inter-dealer prices,

without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

Fiscal Year Ended July 31, 2020

7 unchanged sentences

Holders of our Common Stock

As of October 23, 2019, 86,990,400 shares

of our common stock were outstanding and held of record by approximately 113 stockholders of record.

We have never paid dividends with respect

to our common stock and cannot provide any assurance that we will declare or pay cash dividends on our common stock.

determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and

will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors

that our board of directors may deem relevant.

Our board of directors expects to retain future earnings (if any) to finance our

As of November 13, 2020, 90,570,202 shares

of our common stock were outstanding and held approximately 124 stockholders of record.

We have never paid

dividends with respect to our common stock and cannot provide any assurance that we will declare or pay cash dividends on our common

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to

applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions

and other factors that our board of directors may deem relevant.

Our board of directors expects to retain future earnings (if any)

to finance our growth.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Securities Authorized for Issuance Under Equity Compensation

We have not adopted any equity compensation

We have entered into an individual compensation plan for Mr.

Redmond, for which Mr.

Redmond has been granted stock options

of 15 million shares at $0.25 per share.

The options vest upon achieving the following milestones:

5 million options vest upon

each milestone, when the Company obtains revenue of $5 million, $10 million and $15 million.

Redmond cannot sell any of the

above stock options for two years from the effective date of the employment agreement or until the Company reaches $10 million

in annual revenue, whichever occurs first.

The stock option vesting accelerates and becomes immediately exercisable upon the sale,

merger or any transaction resulting in the majority (more than 50%) of the Company stock being obtained.

The Company has not recorded

any expense, as we have not determined that it is probable that the milestones will be achieved.

Securities Authorized for Issuance Under

Equity Compensation Plans

We did not have any equity compensation plans approved by shareholders

at July 31, 2020.

We had the following equity awards outstanding pursuant to plans not approved by shareholders at July 31, 2020:

stock options exercisable for 15 million shares of our common stock

at $0.25 per share, all of which were canceled in September 2020;

stock options exercisable for 650,000 shares of our common stock

at an average weighted price of $1.40 per share;

warrants exercisable for 44,500 shares of our common stock at

$1.00 per share;

1,750,000 restricted stock units.

No awards were available for issuance pursuant to any equity

compensation plan at July 31, 2020.

Recent Sales of Unregistered Securities

4 unchanged sentences

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

This Annual Report on Form 10-K contains

forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements of historical

fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected

costs, prospects and plans and objectives of management are forward-looking statements.

This Annual Report

on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements

of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues,

projected costs, prospects and plans and objectives of management are forward-looking statements.

The words “anticipates,”

8 unchanged sentences

“would”

and similar expressions are intended to identify forward-looking statements, although not

all forward-looking statements contain these identifying words.

We have based these forward-looking statements

on our current expectations and projections about future events.

Although we believe that the expectations underlying our forward-looking

statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties.

and similar expressions are intended to identify forward-looking

statements, although not all forward-looking statements contain these identifying words.

We have based these

forward-looking statements on our current expectations and projections about future events.

Although we believe that the expectations

underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements

are subject to risks and uncertainties.

Therefore, you should not place undue reliance on our forward-looking statements.

We have included important risks and uncertainties

in the cautionary statements included in this report, particularly the section titled “Risk Factors”

incorporated by

reference herein.

We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking

statements that we make.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections

or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those

anticipated, estimated or expected.

Our forward-looking statements do not reflect the potential impact of future acquisitions,

mergers, dispositions, joint ventures or investments that we may make.

We do not assume any obligation to update any of the forward-looking

statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur,

and actual results could differ materially from those anticipated or implied in the forward-looking statements.

We have a deficit of $1,521,302 as

of July 31, 2019.

For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from

operations as our management executes our current business plan.

The cash of $167,095 available at July 31, 2019, may not provide

enough working capital to meet our current operating expenses through October 23, 2020, as we continue to accrue overhead expenses.

We will need to raise additional capital through a debt financing or equity offering to meet our operating and capital needs.

can be no assurance, however, that we will be successful in our fundraising efforts or that additional funds will be available

on acceptable terms, if at all.

If we are unable to raise additional capital

by October 23, 2020, we will adjust our current business plan.

Due to our lack of additional committed capital, recurring losses,

negative cash flow and accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going

included important risks and uncertainties in the cautionary statements included in this report, particularly the section titled

“Risk Factors”

incorporated by reference herein.

We believe these risks and uncertainties could cause actual results

or events to differ materially from the forward-looking statements that we make.

Should one or more of these risks and uncertainties

materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial

condition may vary materially and adversely from those anticipated, estimated or expected.

Our forward-looking statements do not

reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information,

future events or otherwise, except as required by law.

In the light of these risks and uncertainties, the forward-looking events

and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or

implied in the forward-looking statements.

The corporate mission

is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that generate

positive cash flow.

Our business model is to develop or acquire medical related products, engage third parties to manufacture such

products and then distribute the products through various distribution channels, including third parties.

The Company has made

significant investments in three different life saving technologies;

the CardioMap®

heart monitoring and screening device,

the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders.

to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery,

development and commercialization of products and technologies that may be applied over various medical markets.

We intend to license,

improve and/or develop our products and identify and select distribution channels.

We intend to establish agreements with distributors

to get products to market quickly as well as to undertake and engage in our own direct marketing efforts.

We will determine the

most effective method of distribution for each unique product that we include in our portfolio.

We intend to engage third party

research and development firms who specialize in the creation of our products to assist us in the development of our own products

We intend to apply for trademarks and patents once we have developed proprietary products.

We are not currently

selling or marketing any products, as our products are in late stage development and Food and Drug Administration ("FDA")

clearance or approval to market the product will be required in order to sell in the United States.

About CardioMap®

The CardioMap®

System will be an internet service based on the new development of Dispersion Mapping Method in ECG analysis for the

early, non-invasive testing of a heart disease (“CHD”).

The heart monitoring system is intended to provide high quality

3-D visualization and diagnosis of the heart using advanced signal analysis.

The product is being designed for use in a professional

setting or in remote settings including in-home use.

Once FDA cleared, CardioMap®

could provide a better level of diagnosis with its improved sensitivity levels that can detect early warning signs that would normally

be invisible with standard ECG devices.

The system can dramatically cut the costs associated with the detection of ischemic heart

disease and will prove to be an invaluable testing device for cardiologists, physicians, clinics, hospitals, the fitness industry,

sports teams, emergency facilities and general public.

CardioMap®

was developed by VE Science Technology LLC, from whom we

have purchased the product rights.

In order to sell, market and distribute the CardioMap®

product, clearance from the FDA is

Such clearance has not been obtained at this time.

Product Development

Engineering Model

Clinical Trial

FDA Submission

This product development

plan is an estimate and is subject to change based on funding, technical risks and regulatory approvals.

About Save-a-Life®

The Save a Life®

(“SAL”) choking rescue device is in development and being designed to be a safe, and easy to use device for removing

a lodged mass or bolus from the throat of a choking victim.

The device includes a pump for creating a vacuum chamber, which is

connected seamlessly with a replaceable/disposable mouthpiece.

In an emergency the SAL may be easily inserted into the victim’s

mouth, which depresses the tongue providing a clear application.

By pressing a button on the device, the device will deliver the

appropriate amount of instantaneous vacuum to dislodge the mass or bolus in the throat without harm or damage to the victim.

application will be instantly effective as the device is operational and effective in a matter of seconds.

In order to sell, market

and distribute the Save-a-Life product, clearance from the FDA is required.

Such clearance has not been obtained at this time.

The Development Plan for commercializing the Save-a-Life is below.

Product Development

Engineering Model

Clinical Trial

FDA Submission

Complete –

in testing phase

Product development

plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.

About the neurosteroid PRV-001

The Prevacus neurosteroid,

PRV-001 will seek to improve function and lifespan in pediatric disorders where de-myelination and cell death is widespread in

the cortex and cerebellum regions of the brain.

The new chemical entity is designed to work through gene amplification to simultaneously

remove intra-neuronal debris while promoting antioxidant capacity and myelin repair/cell proliferation.

Disorders like Nieman Pick

Type C disease are multi-faceted in their pathology and require a treatment that can work at many levels to stop progression.

chemical compound for the neurosteroid being developed has completed initial safety tests in mice.

Preclinical efficacy studies

show improvements in cognitive function and neuromotor performance.

In order to sell the PRV-001 neurosteroid, further development

and clinical studies are required.

PRV-001 will also require approval by the FDA in order to be sold in the United States.

Product Development

Pre-clinical Animal Studies

FDA Submission

Safety study complete

This product development

plan is an estimate and is subject to change based on funding, technical risks and regulatory approvals.

We have an accumulated

deficit of $28,850,728 as of July 31, 2020.

For the foreseeable future, we expect to experience continuing operating losses and

negative cash flows from operations as our management executes our current business plan.

The cash available at July 31, 2020,

of $62,952, may not provide enough working capital to meet our current operating expenses through November 13, 2021, as we continue

to accrue overhead expenses.

We will need to raise additional capital through a debt financing or equity offering to meet our operating

and capital needs.

There can be no assurance, however, that we will be successful in our fundraising efforts or that additional

funds will be available on acceptable terms, if at all.

Recent Funding

In August 2020, we entered into two funding

arrangements.

One with Labrys Fund, LP, which provided the Company $315,000 of cash in exchange for a $350,000 promissory note

and 420,000 shares of the Company’s common stock.

The second arrangement was with Lincoln Park Capital Fund, LLC (“Lincoln

Park”) pursuant to which Lincoln Park agreed to purchase up to $10,250,000 worth of the Company’s common stock over

a 36-month period in exchange for 793,802 shares of the Company’s common stock with a value of $250,000.

Lincoln Park made

an initial purchase of 602,422 shares of the Company’s common stock for $250,000.

For additional information, see Note 12.

Subsequent Events included in Item 8.

of this Form 10-K.

If we are unable to

raise additional capital by November 13, 2021, we will adjust our current business plan.

Due to our lack of additional committed

capital, recurring losses, negative cash flow and accumulated deficit, there is substantial doubt about the Company’s ability

to continue as a going concern.

Going Concern

Substantial doubt exists as to our ability

to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations.

The Company has not realized any revenues for the year ended July 31, 2019.

The Company has an operating deficit of $1,521,302

as of July 31, 2019.

The operating deficit indicates substantial uncertainty about the Company’s ability to continue as a

Substantial doubt exists

as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our

day-to-day operations.

The Company did not have any revenues for the years ended July 31, 2020 and 2019.

The Company’s operating

deficit of $28,850,728 as of July 31, 2020 indicates substantial uncertainty about the Company’s ability to continue as a

going concern.

18 unchanged sentences

Critical Accounting Policies and Estimates

There are no critical accounting policies

or estimates reflected in the accompanying financial statements.

Reference is made to the Company’s significant (but not

critical) accounting policies set forth in Note 2 to the accompanying financial statements.

Impact of New Accounting Pronouncements

Changes to GAAP are established by the Financial

Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s

Accounting Standards Codification.

The Company considers the applicability and impact of all ASUs.

The FASB issued ASU 2017-11, Earnings Per

Share (Topic 260) effective for annual reporting periods beginning after December 15, 2018.

The amendments update the change in

the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features.

determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature

no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.

amendments also clarify existing disclosure requirements for equity-classified instruments.

This new guidance is effective for

interim and annual reporting periods beginning after December 15, 2018 and interim periods, with early adoption permitted.

Company will adopt the standard as of August 1, 2019 and does not expect the adoption to have a material impact on the Company’s

financial statements and disclosures.

The FASB issued ASU 2017-09, Compensation-Stock

Compensation (Topic 718):

Scope of Modification Accounting, effective for annual reporting periods beginning after December 15,

2017 adopting this standard on its consolidated financial statements.

The ASU amends the scope of modification accounting for share-based

payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which

an entity would be required to apply modification accounting.

The new guidance will allow companies to make certain changes to

awards without accounting for them as modifications.

It does not change the accounting for modifications.

The new guidance will

be applied prospectively to awards modified on or after the adoption date.

This new guidance is effective for interim and annual

reporting periods beginning after December 15, 2018.

The Company will adopt the standard as of August 1, 2019 and does not expect

the adoption to have a material impact on the Company’s financial statements and disclosures.

The FASB issued ASU 2016-02, Leases

(Topic 842), which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease

liabilities on the balance sheet and disclosing key information about leasing arrangements.

The guidance requires lessees

and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective

ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within

those annual periods, with early adoption permitted.

The Company will adopt the standard as of August 1, 2019 and does not expect

the adoption to have a material impact on the Company’s financial statements and disclosures.

There are no critical

accounting policies or estimates reflected in the accompanying financial statements.

Reference is made to the Company’s significant

(but not critical) accounting policies set forth in Note 2 to the accompanying financial statements.

Results of Operations

The Company does not currently sell or market

any products.

The Company will commence actively marketing products after the products and drugs in development have been FDA cleared

or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our

For the years ended July 31, 2019 and 2018,

the Company did not have sales.

We are not currently selling or marketing any products, as our products are in late stage development

and FDA clearance or approval to market the product will be required in order to sell in the United States.

The Company does not

currently sell or market any products and did not have any sales in the fiscal years ended July 31, 2020 or 2019.

The Company will

commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can

be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.

Costs of Goods Sold

Our cost of goods sold consists primarily

of the amounts paid to a third-party manufacturer for the product we purchased for resale.

The Company did not have sales for the years

ended July 31, 2019 and 2018, and accordingly, there were no cost of goods sold for the respective periods.

Cost of goods sold

will consist primarily of amounts paid to third-party manufacturers for the products we purchase for resale.

The Company did not

have sales for the fiscal years ended July 31, 2020 or 2019 and, accordingly, there were no cost of goods sold.

Gross Profit and Gross Margin

For the years ended July 31, 2019 and 2018,

the Company had no gross profit or gross margin.

For the fiscal years

ended July 31, 2020 and 2019, the Company had no gross profit or gross margin.

Operating Expenses

Our operating expenses consist primarily

of general and administrative expenses, which include salaries, stock-based compensation expense and legal and professional fees

associated with the costs for services or employees in finance, accounting, sales, administrative activities and the formation

and compliance of a public company.

Overall operating expenses decreased by

$42,299 or 10.6% from the year ended July 31, 2018 to year ended July 31, 2019.

The decrease in operating expenses is mainly due

to the non-recurring impairment allowance against a loan receivable of $131,447, consulting and marketing expenses incurred in

regards to the automotive joint venture of $107,804 and purchase of the Company’s interest for the year ended July 31, 2018,

offset by an increase in payroll expense of $84,366, stock option expense of $25,833, amortization expense related to acquisition

of patents of $30,830 and $31,591 in general and administrative expense for the year ended July 31, 2019.

Net Loss from Operations

Loss from operations decreased $34,690,

or 7.1%, from a loss of $483,115 for the year ended July 31, 2018 to a loss of $448,425 for the year ended July 31, 2019.

in loss is primarily due to the Company’s non-recurring impairment allowance and consulting and marketing expenses incurred

with regards to the automotive joint venture for the year ended July 31, 2018, offset by increased payroll, stock, travel, amortization

and general and administrative expense for the year ended July 31, 2019.

Our operating expenses

consist primarily of general and administrative expenses, which include salaries, stock-based compensation expense and legal and

professional fees associated with the costs for services or employees in finance, accounting, sales, administrative activities

and the formation and compliance of a public company.

Overall operating expenses in fiscal 2020

decreased $19,512,050, or 83.5%, from fiscal 2019 primarily due to the expensing of $22,991,163 of in-process research and development

in fiscal 2019 that resulted from the acquisitions of the CardioMap®, Save a Life and Prevacus patents, offset by a $1,208,292

increase in board expense and a $1,997,916 increase in legal and professional fees in fiscal 2020 compared to fiscal 2019.

Interest expense

Interest expense was $70,282 for the year

ended July 31, 2019 compared to interest expense of $62,673 for the year ended July 31, 2018.

The increase in interest expense

for the year ended July 31, 2019, is attributed to the increased balance of notes payable due.

The following table sets forth the primary

sources and uses of cash and cash equivalents for the years ended July 31, 2019 and 2018 as presented below:

Interest expense was

$502,192 and $70,691 for the years ended July 31, 2020 and 2019, respectively.

The increase in interest expense in fiscal 2020

compared to fiscal 2019 was attributable to an increase in the average outstanding balance of notes payable and the amortization

of debt discounts.

Net loss decreased $19,080,549, or 81.4,

in fiscal 2020 compared to fiscal 2019, primarily as a result of the decrease in operating expenses, partially offset by the increase

in interest expense as discussed above.

The following table

sets forth the primary sources and uses of cash and cash equivalents:

Net cash used in operating activities

1 unchanged sentence

Liquidity and Capital Resources

To date we have financed our operations

primarily through debt financing and limited sales of our common stock.

In 2018 and 2019, we increased our borrowings on notes

payable to fund operations.

As of July 31, 2019, and July 31, 2018, the note has a balance of $747,608 and $631,645.

To date we have financed

our operations primarily through debt financing and limited sales of our common stock.

In 2019 and 2020, we increased our borrowings

on notes payable to fund operations.

As of July 31, 2020, and 2019, the notes have a balance of $225,973 and $784,913.

31, 2020, we had cash of $62,952.

We do not believe that such cash is sufficient to sustain operations through the next 12 months.

Therefore, we anticipate that we will need to raise additional capital through debt or equity financings.

On January 4, 2017, we entered into a “Master

Revolving Note”

(the “Note”) to Vivakor, Inc.

(“Vivakor”), for the principal plus simple interest

of 12.5% per annum.

The Note entitles Vivakor to a payment of 2% of all gross sales until repayment or conversion (until the total

sum of all payments made to the Holder equals two times the original principal amount of the Note).

The Note was secured by a pledge

of our equipment, general intangibles and intellectual property.

This Note was amended on February 1, 2018, where the debt holder

agreed to convert portions of its loan pari passu with any new investment raise of $500,000 or more.

On February 1, 2018, the debt

holder gave notice to convert $15,000 into 1,500,000 shares of Common Stock.

On January 9, 2019, Vivakor gave written notice to

the Company effecting a conversion of $25,314 of convertible debt into 2,531,400 shares of Common Stock of the Company, issued

to Vivakor pursuant to the Master Revolving Note, dated as of January 4, 2017 and amended as of February 1, 2018 by and between

the Company and Vivakor.

As of July 31, 2019, the note has a balance of $747,608.

As of July 31, 2019, the Company has three

additional convertible debt notes outstanding.

The notes bear interest at 7.0% annually and the entire outstanding principal amount,

together with accrued interest shall become due and payable on the date that is one (1) year from the date of issuance, unless

before such date, is converted into shares of capital stock of the Company.

At the option of the holder, the principal amount of

the notes and any accrued interest may be converted into shares of common stock at a conversion price of $1.00 per share or at

a 10% discount to the closing price on the day of conversion, but not lower than $0.50 cents per share.

At maturity, and subject

to a trickle out agreement, the Company shall have the right to either pay off the loan and any interest accrued or convert the

loan amount and any interest into shares of common stock.

The debt holders were issued a common stock warrant equal to 10% of the

notes with a price of $1.50 per share and a term for one year from the investment date.

At July 31, 2019, the notes have a balance

Because the conversion feature met the criteria for characterization as a beneficial conversion feature, a portion

of the proceeds, including warrants, of $213,650 from the issuance of the notes are accounted for as attributable to the conversion

Our ability to continue to access capital

could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception

of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration

in the financial position of lenders that might make them unable to meet their obligations to us.

If these conditions continue

and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may

be negatively affected.

In such case, our Company may need to suspend the creation of new products until market conditions improve.

Inflation generally will cause suppliers

to increase their rates.

In connection with such rate increases, we may or may not be able to increase our pricing to consumers.

Inflation could cause both our investment and cost of goods sold to increase, thereby lowering our return on investment and depressing

our gross margins.

At July 31, 2019, the

Company had a note payable that was subject to conversion upon an equity financing in the Company.

On June 3, 2020, pursuant to

the convertible debt agreements dated January 4, 2017, , the debt holder, Vivakor Inc.

and the Company agreed to convert all existing

debt and accrued interest into restricted common stock of the Company at $1.00 per share.

The debt, including accrued interest,

of $809,578 was converted into 809,578 shares of our common stock.

As of July 31, 2020,

the Company had 11 additional convertible debt notes outstanding with a balance of $225,973, which includes accrued interest totaling

The notes bear interest at 7.0% annually and the entire outstanding principal amount, together with accrued interest shall

become due and payable on the date that is one year from the date of issuance, unless before such date, is converted into shares

of capital stock of the Company.

At the option of the holder, the principal amount of the notes and any accrued interest may be

converted into shares of common stock at a conversion price of $1.00 per share, or at a 10% discount to the closing price on the

day of conversion, but not lower than $0.80 per share.

At maturity, and subject to a trickle out agreement, the Company shall have

the right to either pay off the notes and any interest accrued or convert the notes and any accrued interest into shares of common

The debt holders were issued common stock warrants equal to 10% of the notes with a price of $1.50 per share with a one-year

term from the investment date.

The investors are sophisticated and represented in writing that they were each an accredited investor

and acquired the securities for their own account for investment purposes.

The Company does not have any other relationship with

the investors in the notes.

Because the conversion features met the criteria for characterization as beneficial conversion features,

a portion of the proceeds, including warrants, totaling $430,430 from the issuance of the notes, was accounted for as attributable

to the conversion feature.

The intrinsic value of certain convertible debt notes issued exceeded the proceeds in the amount of

however, the amount of the debt discount is limited to the investment.

Each of the warrants and beneficial conversion

features are being amortized over the one-year term from issuance.

May 8, 2020, the Company received loan proceeds in the amount of $50,000 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses

for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and accrued interest

are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits,

rent and utilities, and maintains its payroll levels.

The unforgiven portion of the PPP loan is payable over two years at an interest

rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with

Our ability to continue

to access capital could be affected adversely by various factors, including general market and other economic conditions, interest

rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make

loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to

If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our

ability to grow our business may be negatively affected.

In such case, our Company may need to suspend the creation of new products

until market conditions improve.

Inflation generally

will cause suppliers to increase their rates.

In connection with such rate increases, we may or may not be able to increase our

pricing to consumers.

Inflation could cause both our investment and cost of goods sold to increase, thereby lowering our return

on investment and depressing our gross margins.

Inflation did not have a material impact on our business and results of operations

during the years being reported on.

Off Balance Sheet Arrangements

Our company has no material off balance

sheet arrangements.

Our company has no

material off balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and are

not required to provide information under this item.

We are an emerging

growth company and are not required to provide information under this item.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity