Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion provides information regarding
the results of operations for the years ended December 31, 2022 and 2021, and our financial condition, liquidity and capital resources
as of December 31, 2022 and 2021. The financial statements and the notes thereto contain detailed information that should be referred
to in conjunction with this discussion.
The following discussion and analysis should be read
in conjunction with and our historical financial statements and the accompanying notes included elsewhere in this Annual Report on Form
10-K, as well as the Risk Factors and the Cautionary Note Regarding Forward-Looking Statements included above.
Results of Operations
For
the Years Ended
2022
2021
Operating Expenses
Amortization
$ 58,450
$ 3,000
General and Administrative
162,749
316,995
Professional Fees
166,254
160,388
Research and Development
448,873
435,872
Share-Based Compensation
1,070,983
1,413,055
Total operating expenses
1,907,309
2,329,310
Loss from Operations
(1,907,309 )
(2,329,310 )
Net Loss
$ (1,907,309 )
$ (2,329,310 )
Revenues
We had no revenues for the years ended December 31, 2022 and 2021.
Gross profit and expenses
The Company’s net loss was $1,907,309 for the
year ending December 31, 2022 compared to $2,329,310 for the year ending December 31, 2021. These expenses were primarily incurred
for professional fees, share-based compensation related to the operations of the Company’s business, research and development and
other general and administrative expenses. Significant changes from the prior year include:
·
Professional fees decreased by $5,866, year over year going to $166,254 from $160,388 as legal and auditing fees each contributed to a small increase , while accounting activity remained unchanged over prior year totals.
·
Share-based compensation decreased by $342,072 from $1,413,055 to $1,070,983 primarily because of a the revaluation of existing options granted. In 2020 the Company adopted a change in accounting based on new FASB guidance for valuation of share-based payments to non-employees.
·
Research and development increased slightly by $13,001 from $435,872 to $448,873 as the Company finished existing test projects and moves toward leveraging the positive study findings. Any new projects will be targeted investments expanding the development of the AAGP ® molecule through institutional collaborations and industry partnerships.
·
General and administrative expenses decreased throughout the year by $154,246 from $316,995 to $162,749 due to the significant decrease in spending on marketing, press releases and social media exposure. Majority of new information is currently released through updates to Company website.
Our expenses in 2022 were $1,907,309 which included
$166,254 in professional fees. We operate the Company by hiring outside consultants to assist us with management, strategic planning,
organization and daily operations. This resulted in $1,070,983 in share-based compensation recognized based on the fair value of
equity instruments granted as compensation. These professional consulting services are related to marketing, accounting, merger
opportunities as well as research development services. The Company also incurred total research and development expenses of $448,873
and general and administrative costs of $162,749 during the year ended December 31, 2022.
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Liquidity and Capital Resources
As at
December
31,
2022
2021
Cash
$ 25,550
$ 57,568
Working Capital
$ (14,930 )
$ (9,705 )
At December 31, 2022, we had $25,550 in cash and $26,600
in total current assets. As of December 31, 2022, we had a working capital equity deficit position of $14,930. Although as
of the date of this Annual Report we believe we have sufficient capital to meet cash flow projections and carry forward our business objectives
in the short-term, the Company needs additional working capital to continue its medical research or to be successful in any future business
activities and continue to pay its liabilities. There can be no assurance that in the future we will be able to raise capital from
outside sources in sufficient amounts to fund our business.
The failure to secure adequate outside funding would
have an adverse effect on our plan of operation and results therefrom and a corresponding negative impact on stockholder liquidity.
Sources and Uses of Cash for the Years ended
December 31, 2022 and 2021
Net Cash Used in Operating Activities
During the year ended December 31, 2022, net cash
used in operating activities decreased $85,222 from $889,891 to $804,669 for the years ended December 31, 2021 and 2022, respectively.
This decrease was predominantly due to the overall decreased spending on web marketing, news releases, and social media. Informative updates
have been posted on the Company website, reducing the need news releases.
Net Cash Used in Investing Activities
During the year ended December 31, 2022, net cash
used in investing activities increased by $41,064 primarily from the increase in patent application spending due to expansion of patent
family. Net cash from investing activities for the year ended December 31, 2021 was $90,985. Net cash used for investing activities
for the year ended December 31, 2022 was $132,049.
Net Cash Provided by Financing Activities
During the year ended December 31, 2022, net cash
provided by financing activities increased by $59,700 from $845,000 to $904,700 for the years ended December 31, 2021 and 2022 respectively.
This increase was predominantly due to an increase in private placements completed.
Going Concern
The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation
of the Company as a going concern. The history of losses and the potential inability for the Company to make a profit from selling
a good or service has raised substantial doubt about our ability to continue as a going concern. In spite of the fact that the current
cash obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate. We
intend to fund the Company and attempt to meet corporate obligations by selling common stock. However, the Company’s common
stock is at a low price and trading is not consistent.
Off-Balance Sheet Arrangements
None.
15
Contractual Obligations
As a smaller reporting company, we are not required
to provide the information required by paragraph (a)(5) of this Item.
Critical Accounting Policies
The preparation of financial statements in conformity
with U.S. GAAP requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues
and expenses during the reporting periods covered by the financial statements.
Our management routinely makes judgments and estimates
about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution
of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions
are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results
may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in
Note 2 to the Financial Statements included in this Form 10-K.
While all of the significant accounting policies are
important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been
identified as being critical.
Share-Based Compensation
The Company has granted warrants and options to purchase
shares of the Company’s common stock to various parties for consulting services. The fair values of the warrants and options
issued have been estimated using the Black-Scholes Option Pricing Model.
The Company accounts for stock compensation with persons
classified as employees for accounting purposes in accordance with ASC 718 “Compensation – Stock Compensation”, which
recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Cliff
Vesting is used and awards vest on the last day of the vesting period. The fair value of stock options is determined using the Black-Scholes
Option Pricing Model. The fair value of common shares issued for services is determined based on the Company’s stock price on the
date of issuance.
Share-based compensation for non-employees in exchange
for goods and services used or consumed in an entity’s own operations are also recorded at fair value on the measurement date and
accounted for in accordance with ASC 718. The measurement of share-based compensation is subject to periodic adjustment as the underlying
instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges
are amortized over the vesting period.
Intangible Assets – Patent and Patent Application
Costs
The Company owns intangible assets consisting of certain
patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent
expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate.
The Company capitalizes its patent application costs. All other expenditures are recognized in profit or loss as incurred.
As at December 31, 2022, the Company does not hold
any intangible assets with indefinite lives.
Intangible assets with finite lives are amortized
over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually.
Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method,
as appropriate, and are treated as changes in accounting estimates.
Amortization is recognized in profit or loss on a
straight-line basis over the estimated useful lives of the Company’s patents, whereas no amortization has been recognized on the
patent application costs as at December 31, 2022.
Sales and Marketing
The Company is currently not selling or marketing any products.
Inflation
Although management expects that our operations will
be influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during
the year ending December 31, 2022.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information
required by this item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item begins on page F-1 of this Annual
Report on Form 10-K and is incorporated into this part by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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