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Item 9A. Controls and Procedures

2022-03-07 compared with 2021-03-24 · 1267 added, 1436 removed, 495 unchanged (85% of the section changed)

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Controls and Procedures

on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and

Interim Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s

disclosure controls and procedures, as required by Exchange Act Rule 13a-15.

Based on that evaluation, the Company’s Chief

Executive Officer and Interim Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s

internal control over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end

of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the

Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

by the SEC’s rules and forms.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under

the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the

Company’s Interim Chief Financial Officer, to allow timely decisions regarding required disclosure.

on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and Interim

Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls

and procedures, as required by Exchange Act Rule 13a-15.

Based on that evaluation, the Company’s Chief Executive Officer and Interim

Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control over financial

reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report

to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the

Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated

and communicated to management, including the Company’s Chief Executive Officer and the Company’s Interim Chief Financial

Officer, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act

Rule 13a-15(f).

Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of

December 31, 2020, using the criteria established in Internal Control – Integrated Framework (2013 framework)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Because of its

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

Also, projections of

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

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

material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood

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

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).

Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2021, using

the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“ COSO ”).

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that

a material misstatement of the annual or interim financial statements will not be prevented or detected.

As a result of management’s

assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to

the limited resources based on the size of the Company.

Due to the material weaknesses management concluded that as of December

31, 2020, the Company’s internal control over financial reporting was ineffective.

In order to address and resolve the weaknesses,

the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer

positions as the Company’s financial means allow.

To date, the Company’s limited financial resources have not allowed

the Company to hire the additional personnel necessary to address the material weaknesses.

assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to the limited

resources based on the size of the Company.

Due to the material weaknesses management concluded that as of December 31, 2021, the Company’s

internal control over financial reporting was ineffective.

In order to address and resolve the weaknesses, the Company will endeavor

to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as the Company’s

financial means allow.

To date, the Company’s limited financial resources have not allowed the Company to hire the additional personnel

necessary to address the material weaknesses.

Annual Report on Internal Control Over Financial Reporting

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public

accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only

management’s report in this annual report.

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this annual report.

in Internal Control Over Financial Reporting

have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s

last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

term “internal control over financial reporting” is defined as a process designed by, or under the supervision of,

the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected

by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability

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

accounting principles and includes those policies and procedures that:

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

the assets of the registrant;

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

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

accordance with authorizations of management and directors of the registrant;

have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal

quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s

principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

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

those policies and procedures that:

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

of the registrant;

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

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

with authorizations of management and directors of the registrant;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s

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of the Board and Secretary

the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected

and qualified.

The Company’s executive officers are appointed by the Company’s board of directors and hold office

until their resignation, removal, death or retirement.

the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected and

The Company’s executive officers are appointed by the Company’s board of directors and hold office until their

resignation, removal, death or retirement.

and Business Experience

business experience during the past five years of each of the Company’s directors and executive officers is as follows:

Korenko , President and Chief Executive Officer of the Company since December 2016, and a member of the

Board of Directors since August 2017, joined the Company as an Advisor to the Board of the Company during 2009 and served as

member of the Board from May 2009 to March 2010.

Korenko , President and Chief Executive Officer of the Company since December 2016, and a member of the Board of Directors

since August 2017, joined the Company as an Advisor to the Board of the Company during 2009 and served as member of the Board from May

2009 to March 2010.

Korenko has also served on the Hanford Advisory Board since 2009.

Korenko served as Business Development Manager for Curtiss-Wright from 2006 to 2009, as Chief Operating Officer for

Curtiss-Wright from 2000 to 2005 and was Executive Vice President of Closure for Safe Sites of Colorado at Rocky Flats from

1994 to 2000.

Korenko served as Vice President of Westinghouse from 1987 to 1994 and was responsible for the 300 and 400

areas, including the Fast Flux Testing Facility (“ FFTF ”) and all engineering, safety analysis, and

projects for the Hanford site.

Korenko is the author of 28 patents and has received many awards, including the National Energy Resources Organization Research

and Development Award, the U.S.

Steelworkers Award for Excellence in Promoting Safety, and the Westinghouse Total Quality Award

for Performance Manager of the Year.

Korenko has a Doctor of Science from MIT, was a NATO Postdoctoral Fellow at Oxford University,

and was selected as a White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger.

Korenko served as Business Development

Manager for Curtiss-Wright from 2006 to 2009, as Chief Operating Officer for Curtiss-Wright from 2000 to 2005 and was Executive Vice

President of Closure for Safe Sites of Colorado at Rocky Flats from 1994 to 2000.

Korenko served as Vice President of Westinghouse

from 1987 to 1994 and was responsible for the 300 and 400 areas, including the Fast Flux Testing Facility (“ FFTF ”)

and all engineering, safety analysis, and projects for the Hanford site.

Korenko is the author of 28 patents and has received many awards, including the National Energy Resources Organization Research and Development

Award, the U.S.

Steelworkers Award for Excellence in Promoting Safety, and the Westinghouse Total Quality Award for Performance Manager

Korenko has a Doctor of Science from MIT, was a NATO Postdoctoral Fellow at Oxford University, and was selected as a

White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger.

Korenko brings to the Board over seven years’ experience working with and advising various small businesses, including companies

involved in turnarounds.

Korenko has also been involved as an advisor to the Company since 2009 in the development of medical

Korenko has also been involved as an advisor to the Company since 2009 in the development of medical isotopes.

Cadwell , Chairman of the Board and Secretary since December 2016, joined the Company as a director in 2006.

Cadwell brings over 30 years of experience in business management, strategic planning, and implementation.

He co-founded Cadwell

Laboratories, Inc.

brings over 30 years of experience in business management, strategic planning, and implementation.

He co-founded Cadwell Laboratories,

in 1979 and has served as its President since its inception.

Cadwell Laboratories, Inc.

is a major international

provider of neurodiagnostic medical devices.

After receiving his bachelor’s degree from the University of Oregon in 1966

and a doctoral degree from the University of Washington in 1970, he began his career serving in the United States Army as a dentist

for three years.

is a major international provider of neurodiagnostic

medical devices.

After receiving his bachelor’s degree from the University of Oregon in 1966 and a doctoral degree from the University

of Washington in 1970, he began his career serving in the United States Army as a dentist for three years.

From 1973 to 1980, Dr.

Cadwell practiced dentistry in private practice and since has started several businesses.

practiced dentistry in private practice and since has started several businesses.

Cadwell brings to the Board over ten years of service on the Board and over forty-five years of experience as a successful entrepreneur,

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Pollack CPA, the Interim Chief Financial Officer, joined the Company as interim Chief Financial Officer in December 2018.

Pollack has been a partner in a certified public accounting firm for the past fifteen years and specializes in accounting

and auditing for small public companies.

Pollack has approximately 30 years of experience in public accounting and consulting

to over 100 publicly traded and 250 private companies.

Pollack has been a partner in a certified public accounting firm for the past fifteen years and specializes in accounting and auditing

for small public companies.

Pollack has approximately 30 years of experience in public accounting and consulting to over 100 publicly

traded and 250 private companies.

Pollack has also held CFO and Controller positions in an array of industries.

Pollack graduated from the University of Maryland with a Bachelor of Arts in Economics.

Pollack is a member of the American

Institute of Certified Public Accountants, as well as licensed to practice in New Jersey, and New York.

Pollack graduated

from the University of Maryland with a Bachelor of Arts in Economics.

Pollack is a member of the American Institute of Certified

Public Accountants, as well as licensed to practice in New Jersey, and New York.

Identification

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Swanberg, M.S., P.E.

Swanberg has over 30 years’ experience in radiochemical processing, medical isotope

production, nuclear waste management, materials science, regulatory affairs, and project management.

Swanberg has worked in

diverse organizations ranging from small start-up businesses to corporations with multi-billion dollar annual revenues.

to 2008, he served as Executive Vice President of Operations and as a member of the Board of Directors for IsoRay Medical Inc.

from 2005 to 2008 managing day-to-day operations, R&D, and New Product Development.

Swanberg was a co-founder of IsoRay

and led the initial Cs-131 brachytherapy seed product development, FDA 510(k) submission/clearance, and NRC Sealed Source review

and registration.

Swanberg led the radiation dosimetry evaluations to meet American Association of Physicists in Medicine

guidelines and is a current member of the AAPM.

Swanberg and participated in several capital financing rounds totaling over

$30.0 million.

Swanberg also served as Assistant General Manager of IsoRay LLC from 2000 to 2003, and in additionally in key

management roles as IsoRay transitioned from IsoRay LLC to IsoRay Medical, Inc.

Swanberg holds a BA in Chemistry from Bethel

University (MN) and an MS in Chemical Engineering from Montana State University.

Swanberg has numerous technical publications

and holds several patents.

Swanberg has over 30 years’ experience in radiochemical processing, medical isotope production,

nuclear waste management, materials science, regulatory affairs, and project management.

Swanberg has worked in diverse organizations

ranging from small start-up businesses to corporations with multi-billion dollar annual revenues.

From 2005 to 2008, he served as Executive

Vice President of Operations and as a member of the Board of Directors for IsoRay Medical Inc.

from 2005 to 2008 managing day-to-day

operations, R&D, and New Product Development.

Swanberg was a co-founder of IsoRay and led the initial Cs-131 brachytherapy seed

product development, FDA 510(k) submission/clearance, and NRC Sealed Source review and registration.

Swanberg led the radiation dosimetry

evaluations to meet American Association of Physicists in Medicine guidelines and is a current member of the AAPM.

Swanberg and participated

in several capital financing rounds totaling over $30.0 million.

Swanberg also served as Assistant General Manager of IsoRay LLC

from 2000 to 2003, and in additionally in key management roles as IsoRay transitioned from IsoRay LLC to IsoRay Medical, Inc.

holds a BA in Chemistry from Bethel University (MN) and an MS in Chemical Engineering from Montana State University.

numerous technical publications and holds several patents.

and Veterinarian Advisory Boards

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Pressman is Professor and Chairman of the S.

Foundation Imaging Centre and Department, and Chief of the Section of Neuroradiology and Head and Neck Radiology at Cedars-Sinai

Medical Center , located in Los Angeles, California.

Pressman is a past President of The American College of Radiology, the Western Neuroradiological Society, as well as past President

of the California Radiological Society.

Currently he is a member of the American Society of Neuroradiology and the American Society

of Pediatric Neuroradiology.

Mark Taper Foundation

Imaging Centre and Department, and Chief of the Section of Neuroradiology and Head and Neck Radiology at Cedars-Sinai Medical Center ,

located in Los Angeles, California.

Pressman is a past President of The American College of Radiology, the Western Neuroradiological Society, as well as past President of

the California Radiological Society.

Currently he is a member of the American Society of Neuroradiology and the American Society of Pediatric

Neuroradiology.

Pressman earned his medical degree Cum Laude from Harvard Medical School after graduating Summa Cum Laude from Dartmouth College.

After a surgical internship at Harvard’s Peter Bent Brigham Hospital in Boston, he completed a diagnostic radiology residency

at Columbia-Presbyterian Medical Center in New York and a Neuroradiology fellowship at George Washington University Hospital.

During this period, he wrote many original papers for Computer Tomography (CT).

a surgical internship at Harvard’s Peter Bent Brigham Hospital in Boston, he completed a diagnostic radiology residency at Columbia-Presbyterian

Medical Center in New York and a Neuroradiology fellowship at George Washington University Hospital.

During this period, he wrote many

original papers for Computer Tomography (CT).

DeNittis MD, MS, FCPP - Medical Advisory Board.

DeNittis is currently is the Chief of Radiation

Oncology at Lankenau Medical Center and Clinical Professor at Lankenau Institute for Medical Research in Wynnewood, Pennsylvania

and the Director of Radiation Oncology at Brodesseur Cancer Center in New Jersey.

He is also the Principal Investigator and in

charge of a grant awarded by the NIH for its National Cancer Oncology Research Program (NCORP) at Main Line Health.

practice experience includes image-guided radiosurgery, stereotactic body radiation therapy (SBRT), intensity modulated radiation

therapy (IMRT), image guided radiation therapy (IGRT), high-dose rate (HDR) brachytherapy, cranial and extracranial stereotactic

radiosurgery, respiratory gating, and Cyberknife.

DeNittis is currently is the Chief of Radiation Oncology

at Lankenau Medical Center and Clinical Professor at Lankenau Institute for Medical Research in Wynnewood, Pennsylvania and the Director

of Radiation Oncology at Brodesseur Cancer Center in New Jersey.

He is also the Principal Investigator and in charge of a grant awarded

by the NIH for its National Cancer Oncology Research Program (NCORP) at Main Line Health.

DeNittis’ practice experience includes

image-guided radiosurgery, stereotactic body radiation therapy (SBRT), intensity modulated radiation therapy (IMRT), image guided radiation

therapy (IGRT), high-dose rate (HDR) brachytherapy, cranial and extracranial stereotactic radiosurgery, respiratory gating, and Cyberknife.

DeNittis has served on numerous regional, national and government committees related to key issues in Dr.

DeNittis earned a BA

and a MS at Rutgers University and a MD from the Robert Wood Johnson Medical School at the University of Medicine and Dentistry

of New Jersey.

He completed postdoctoral training internships and residency at the Department of Radiation Oncology at the Hospital

of the University of Pennsylvania.

DeNittis is board certified by the American Board of Radiology and Licensed in New Jersey

and Pennsylvania.

DeNittis earned a BA and a

MS at Rutgers University and a MD from the Robert Wood Johnson Medical School at the University of Medicine and Dentistry of New Jersey.

He completed postdoctoral training internships and residency at the Department of Radiation Oncology at the Hospital of the University

of Pennsylvania.

DeNittis is board certified by the American Board of Radiology and Licensed in New Jersey and Pennsylvania.

Alice Villalobos, DVM, FNAP - Chair of the Veterinary Medicine Advisory Board.

Alice Villalobos is a well-known pioneer

in the field of cancer care for companion animals and a founding member of the Veterinary Cancer Society.

A 1972 graduate of UC

Davis, she completed Dr.

Gordon Theilen’s first mock residency program in oncology and has served the profession by consulting,

writing and lecturing in the rapidly growing field of veterinary oncology and end of life care.

Alice Villalobos is President Emeritus of the Society for Veterinary Medical Ethics, Past President of the American Association

of Human Animal Bond Veterinarians and Chair of the Veterinary Academy for the National Academies of Practice.

She operated Coast

Pet Clinic/Animal Cancer Center for 25 years, which is now VCA Coast Animal Hospital.

She is the author of numerous articles,

papers, and including her classic veterinarian textbook, Canine and Feline Geriatric Oncology:

Alice Villalobos is a well-known pioneer in

the field of cancer care for companion animals and a founding member of the Veterinary Cancer Society.

A 1972 graduate of UC Davis, she

completed Dr.

Gordon Theilen’s first mock residency program in oncology and has served the profession by consulting, writing and

lecturing in the rapidly growing field of veterinary oncology and end of life care.

Alice Villalobos is President Emeritus of the Society for Veterinary Medical Ethics, Past President of the American Association of Human

Animal Bond Veterinarians and Chair of the Veterinary Academy for the National Academies of Practice.

She operated Coast Pet Clinic/Animal

Cancer Center for 25 years, which is now VCA Coast Animal Hospital.

She is the author of numerous articles, papers, and including her

classic veterinarian textbook, Canine and Feline Geriatric Oncology:

Honoring the Human-Animal Bond.

She has lectured worldwide on oncology, quality of life, the human-animal bond and end of life care and bioethics.

Pawspice, an end of life care program that embraces kinder, gentler palliative cancer medicine and integrative care for pets with

cancer and terminal illness (www.Pawspice.com).

Alice is Director of Animal Oncology Consultation Service in Woodland Hill,

California and Pawspice at VCA Coast Animal Hospital in Hermosa Beach, California.

Alice was elected 2016 Hermosa Beach Woman

She has lectured worldwide on oncology,

quality of life, the human-animal bond and end of life care and bioethics.

She founded Pawspice, an end of life care program that embraces

kinder, gentler palliative cancer medicine and integrative care for pets with cancer and terminal illness (www.Pawspice.com).

is Director of Animal Oncology Consultation Service in Woodland Hill, California and Pawspice at VCA Coast Animal Hospital in Hermosa

Beach, California.

Alice was elected 2016 Hermosa Beach Woman of the Year.

Villalobos’ role with the Company is to support the commercialization of the Company’s yttrium-90 brachytherapy products

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Oncology) DipMS - Veterinary Medicine Advisory Board Member .

his retirement in 2014, Dr.

Weller was a Senior Program Manager in the Radiation Biology Group of the Biological Sciences Division

at Pacific Northwest National Laboratory (PNNL), where he was involved in the development of RadioGel.

A 1973 graduate of Washington

State University.

Weller has extensive experience in designing and executing clinical studies, treatment planning, mechanisms

of carcinogenesis, radiation biology, targeted delivery systems for chemotherapeutic and radio-therapeutic agents, bio-markers

of disease, and comparative oncology;

as well as over 30 years of experience developing and using animal models, including the

use of spontaneous tumors in companion animals, for bio-medical applications.

Weller is board-certified by the American College of Veterinary Internal Medicine in Internal Medicine (1980) and Oncology

(1987), Past Chairperson of the Organizing Committee for the Specialty of Veterinary Medical Oncology, Past Chairperson of

the Board of Regents of the American College of Veterinary Internal Medicine, Past President of the Board of Regents of the

American College of Veterinary Internal Medicine, Past President of the Specialty of Oncology, and a Charter Member of the

Veterinary Cancer Society which he served as Treasurer for 16 years.

He is an Honorary Professor of the Institute of

Veterinary Medicine in Kyiv, Ukraine.

Weller has lectured and trained veterinarians worldwide and has authored or

co-authored over 250 articles, technical reports, book chapters, and presentations in his fields of expertise.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more

than 10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in

beneficial ownership on Form 4, and an annual statement of beneficial ownership on Form 5.

Such executive officers, directors

and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of all such forms that they have

Prior to his retirement

Weller was a Senior Program Manager in the Radiation Biology Group of the Biological Sciences Division at Pacific Northwest

National Laboratory (PNNL), where he was involved in the development of RadioGel.

A 1973 graduate of Washington State University.

Weller has extensive experience in designing and executing clinical studies, treatment planning, mechanisms of carcinogenesis, radiation

biology, targeted delivery systems for chemotherapeutic and radio-therapeutic agents, bio-markers of disease, and comparative oncology;

as well as over 30 years of experience developing and using animal models, including the use of spontaneous tumors in companion animals,

for bio-medical applications.

Weller is board-certified by the American College of Veterinary Internal Medicine in Internal Medicine (1980) and Oncology (1987), Past

Chairperson of the Organizing Committee for the Specialty of Veterinary Medical Oncology, Past Chairperson of the Board of Regents of

the American College of Veterinary Internal Medicine, Past President of the Board of Regents of the American College of Veterinary Internal

Medicine, Past President of the Specialty of Oncology, and a Charter Member of the Veterinary Cancer Society which he served as Treasurer

for 16 years.

He is an Honorary Professor of the Institute of Veterinary Medicine in Kyiv, Ukraine.

Weller has lectured and trained

veterinarians worldwide and has authored or co-authored over 250 articles, technical reports, book chapters, and presentations in his

fields of expertise.

Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than

10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in beneficial

ownership on Form 4, and an annual statement of beneficial ownership on Form 5.

Such executive officers, directors and greater than 10%

stockholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.

solely on its review of such forms filed with the SEC and received by the Company and representations from certain reporting persons,

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were filed during the year ended December 31, 2021 and that such reports were timely.

Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s

limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial

The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and

employees and obtain additional financial resources.

Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s limited

number of executive officers and employees that would be covered by such a code and the Company’s limited financial resources.

The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and employees and obtain

additional financial resources.

Committee and Audit Committee Financial Expert

of the date of this report, the Company has not established an audit committee, and therefore, the Company’s full board

of directors performs the functions that customarily would be undertaken by an audit committee.

The Company’s board of directors

during 2020 was comprised of two directors, one of whom the Company had determined satisfied the general independence standards

of the NASDAQ listing requirements.

Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial

expert,” as defined by the rules of the SEC.

In the future, the Company intends to establish board committees and to appoint

such persons to those committees as are necessary to meet the corporate governance requirements imposed by a national securities

exchange, although it is not required to comply with such requirements until the Company elects to seek listing on a national

securities exchange.

Board of Directors;

Attendance at

The Board held two

meetings and acted by unanimous written consent two times during the year ended December 31, 2020.

of the date of this report, the Company has not established an audit committee, and therefore, the Company’s full board of directors

performs the functions that customarily would be undertaken by an audit committee.

The Company’s board of directors during 2021

and 2020 was comprised of two directors, one of whom the Company had determined satisfied the general independence standards of the

NASDAQ listing requirements.

Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial expert,”

as defined by the rules of the SEC.

In the future, the Company intends to establish board committees and to appoint such persons to those

committees as are necessary to meet the corporate governance requirements imposed by a national securities exchange, although it is not

required to comply with such requirements until the Company elects to seek listing on a national securities exchange.

of Directors;

Attendance at Meetings

Board held two meetings and acted by unanimous written consent two times during the year ended December 31, 2020.

Each director attended

both Board meetings during the year ended December 31, 2020.

We have no formal policy with respect to the attendance

of Board members at annual meetings of shareholders, but encourage all incumbent directors and director nominees to attend each

annual meeting of shareholders.

In 2021, we conducted no board of director meetings.

We have no formal

policy with respect to the attendance of Board members at annual meetings of shareholders but encourage all incumbent directors and director

nominees to attend each annual meeting of shareholders.

EXECUTIVE COMPENSATION.

Compensation Table

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that

earned in excess of $100,000 during the year ended December 31, 2020 (collectively, the “ Named Executive Officers ”):

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that earned

in excess of $100,000 during the year ended December 31, 2021 (collectively, the “ Named Executive Officers ”):

Name and Principal Position (1)

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CEO, President and Director

Pollack began serving as the Company’s Interim Chief Financial Officer in December 2018 and was paid no compensation

$ 120,086 (3)

Pollack began serving as the Company’s Interim Chief Financial Officer in December 2018 and was paid no compensation directly

in 2020 or 2021.

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the $120,000 due Mr.

Korenko for 2019, $100,000 is accrued for as of December 31, 2019, and as of December 31, 2020, the Company

has $69,914 in accrued compensation to Mr.

Korenko for 2019, $69,914 is accrued for as of December 31, 2020, and as of December 31, 2021, the Company has

no accrued compensation to Mr.

Disclosure to Summary Compensation Table

On October 24, 2018, Mr.

Korenko entered into an employment agreement with the Company (the “ Old

Employment Agreement ”), which was scheduled to terminate on December 31, 2019.

Korenko entered into an employment agreement with the Company (the “ Old Employment

Agreement ”), which was scheduled to terminate on December 31, 2019.

On June 4, 2019, Mr.

Korenko and the

Company entered into a new employment agreement, effective June 11, 2019, which shall terminate on December 31, 2020 and December

31 of subsequent years (the “ Termination Date ”) if the agreement is extended pursuant to its terms.

terms of his employment agreement, the Company may terminate Dr.

Korenko’s employment either with or without cause prior

to the Termination Date, but in the event of a termination without cause, Dr.

Korenko shall be entitled to receive monthly payments

of his base salary for a period of six months thereafter, all of Dr.

Korenko’s outstanding options, if any, shall vest,

Korenko shall be entitled to receive all past due compensation within three weeks of the date of termination.

The employment

agreement automatically renewed for another year through December 31, 2021.

Korenko and the Company entered into

a new employment agreement, effective June 11, 2019, which shall terminate on December 31, 2020 and December 31 of subsequent years (the

“ Termination Date ”) if the agreement is extended pursuant to its terms.

Under the terms of his employment agreement,

the Company may terminate Dr.

Korenko’s employment either with or without cause prior to the Termination Date, but in the event

of a termination without cause, Dr.

Korenko shall be entitled to receive monthly payments of his base salary for a period of six months

thereafter, all of Dr.

Korenko’s outstanding options, if any, shall vest, and Dr.

Korenko shall be entitled to receive all past

due compensation within three weeks of the date of termination.

The employment agreement automatically renewed for another year through

December 31, 2021.

Company shall pay to Dr.

Korenko an annual base compensation of $180,000, which is payable in equal monthly intervals.

Of the $180,000

in annual base salary, $60,000 of annual pay shall be deferred and accrued until the Company’s cash balance exceeds $1,000,000,

which occurred in December 2020.

Korenko’s employment agreement provides that he shall receive a

stock option grant issued under the Company’s 2015 Omnibus Securities and Incentive Plan in an amount equal to 21 million

options ten days after the Company’s 1-for-8 reverse split, which was consummated in late June 2019.

The options shall have

a seven year term, shall be exercisable at a price of $0.024 per share, and shall vest as follows:

50% shall vest in equal amounts

at the end of each quarter for the two quarters after grant date, 25% shall vest upon the Company filing for a patent, and the

remaining 25% shall vest upon the first commercial sale of IsoPet.

Korenko’s employment agreement provides that he shall receive a stock option grant issued

under the Company’s 2015 Omnibus Securities and Incentive Plan in an amount equal to 21 million options ten days after the Company’s

1-for-8 reverse split, which was consummated in late June 2019.

The options shall have a seven-year term, shall be exercisable at a price

of $0.024 per share, and shall vest as follows:

50% shall vest in equal amounts at the end of each quarter for the two quarters after

grant date, 25% shall vest upon the Company filing for a patent, and the remaining 25% shall vest upon the first commercial sale of IsoPet.

In December 2020, Mr.

Korenko exercised 2,500,000 of these

options for $60,000.

Korenko’s Old Employment Agreement, the Company agreed to issue to Dr.

Korenko 3,500,000 shares of common stock and

warrants to purchase 1,762,321 shares of common stock in satisfaction of his past due and accrued compensation.

In addition, in

consideration for Dr.

Korenko’s past performance, the Company agreed to compensate Dr.

Korenko with a cash bonus in the

amount of $200,000, which will be deferred until the cash balance exceeds $2,000,000.

The Company also granted Dr.

Korenko a stock

option grant of 8,120,152 options under the 2015 Omnibus Securities and Incentive Plan on October 24, 2018.

The options vested

immediately upon issuance, have a term of seven years, and are exercisable at a price of $0.112 per share.

Company paid bonuses to certain employees based on their performance, the Company’s need to retain such employees, and funds

Korenko exercised 2,500,000 of these options for $60,000.

Company paid bonuses to certain employees based on their performance, the Company’s need to retain such employees, and funds available.

All bonus payments were approved by the Company’s Board of Directors.

June 4, 2019, the Company entered into an Executive Employment Agreement (“Employment Agreement”) with Dr.

the Company’s Chief Executive Officer.

The employment term under the Employment Agreement commenced with an effective date of June

11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated

earlier as set forth in the Employment Agreement.

The Company on December 31, 2020 extended this agreement through December 31, 2021

while renegotiating terms of a new Employment Agreement.

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms

of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023.

the terms of the Employment Agreement, the Company shall pay to Dr.

Korenko a base compensation of $225,000.

In addition, there is a

discretionary bonus to be earned in the amount of $7,500 per quarter upon the satisfaction of conditions to be determined by the Board

of Directors of the Company.

Equity Awards at Fiscal Year-End Table

following table sets forth all outstanding equity awards held by the Company’s Named Executive Officers as of the end of

last fiscal year.

following table sets forth all outstanding equity awards held by the Company’s Named Executive Officers as of the end of last fiscal

Option Awards

Number of Securities Underlying Unexercised Options(#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Unexercisable

Exercise Date

Michael Korenko (1)

Michael Korenko (2)

pursuant to employment contract dated October 24, 2018

pursuant to employment contract dated July 7, 2019

the year ended December 31, 2021, the Company’s non-employee directors were not paid any compensation.

following table sets forth, for each of the Company’s non-employee directors who served during 2020, the aggregate number

of stock awards and the aggregate number of stock option awards that were outstanding as of December 31, 2020:

following table sets forth, for each of the Company’s non-employee directors who served during 2021, the aggregate number of stock

awards and the aggregate number of stock option awards that were outstanding as of December 31, 2021:

June 2016, the Company granted to Mr.

Cadwell options to purchase 12,500 shares of common stock at an exercise price of $8.00

per share, which options expired June 21, 2019.

These options had a grant date fair value of $34,771, which amounts were calculated

in accordance with ASC Topic 718.

Cadwell options to purchase 12,500 shares of common stock at an exercise price of $8.00 per share,

which options expired June 21, 2019.

These options had a grant date fair value of $34,771, which amounts were calculated in accordance

with ASC Topic 718.

Additionally,

the Company granted warrants to purchase 6,425,503 shares of Company common stock to Carlton Cadwell in 2018 as a result of the

Path Forward Agreements and conversion of his advances to the Company.

the Company granted warrants to purchase 6,425,503 shares of Company common stock to Carlton Cadwell in 2018 as a result of the Path

Forward Agreements and conversion of his advances to the Company.

These warrants expired in October 2020.

are no employment contracts or compensatory plans or arrangements with respect to any director that would result in payments by

the Company to such person because of his or her resignation as a director or any change in control of the Company.

are no employment contracts or compensatory plans or arrangements with respect to any director that would result in payments by the Company

to such person because of his or her resignation as a director or any change in control of the Company.

Committee Interlocks and Insider Participation

of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board

of directors of any other entity that has one or more officers serving as a member of our board of directors.

of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors

of any other entity that has one or more officers serving as a member of our board of directors.

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

Ownership of the Company’s Common Stock

following table sets forth, as of March 18, 2021, the number of shares of common stock beneficially owned by the following

(i) all persons the Company knows to be beneficial owners of at least 5% of the Company’s common stock, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

officers as a group.

of March 18, 2021, there were 297,346,254 shares of common stock outstanding and up to 90,093,648 shares issuable

upon exercise of common stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 387,439,902

following table sets forth, as of March 1, 2022, the number of shares of common stock beneficially owned by the following persons:

(i) all persons the Company knows to be beneficial owners of at least 5% of the Company’s common stock, (ii) the Company’s

current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive officers as a group.

of March 1, 2022, there were 343,530,678 shares of common stock outstanding and up to 69,287,379 shares issuable upon exercise

of common stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 412,818,057 shares.

Name and Address of Beneficial Owner (1)

of Beneficial

Ownership (2)

of Beneficial Ownership (2)

Percent of Class

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All Current Directors and Executive Officers as a group (3 individuals)

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address

of the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ”) is 909 North Kellogg Street, Kennewick, WA

determining beneficial ownership of the Company’s common stock as of a given date, the number of shares shown includes

shares of common stock which may be acquired upon exercise of the common stock equivalents within 60 days of that date.

determining the percent of common stock owned by a person or entity on March 18, 2021, (a) the numerator is the number

of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days

on exercise of the common stock equivalents, and (b) the denominator is the sum of (i) the total shares of common stock outstanding

on March 18, 2021, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the

common stock equivalents.

Subject to community property laws where applicable, the Company believes that each beneficial owner

has sole power to vote and dispose of its shares, except that under the terms of the Cadwell Trust, Dr.

Cadwell does not have

or share voting or investment power over the shares beneficially owned by the Cadwell Trust.

1,136,137 shares issuable upon conversion of Series A Preferred;

and 4,816,275 shares issuable upon conversion of Series C

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address of

the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ”) is 909 North Kellogg Street, Kennewick, WA 99336.

determining beneficial ownership of the Company’s common stock as of a given date, the number of shares shown includes shares

of common stock which may be acquired upon exercise of the common stock equivalents within 60 days of that date.

In determining the

percent of common stock owned by a person or entity on March __, 2022, (a) the numerator is the number of shares of the class beneficially

owned by such person or entity, including shares which may be acquired within 60 days on exercise of the common stock equivalents,

and (b) the denominator is the sum of (i) the total shares of common stock outstanding on March __, 2022, and (ii) the total number

of shares that the beneficial owner may acquire upon conversion of the common stock equivalents.

Subject to community property laws

where applicable, the Company believes that each beneficial owner has sole power to vote and dispose of its shares, except that under

the terms of the Cadwell Trust, Dr.

Cadwell does not have or share voting or investment power over the shares beneficially owned

by the Cadwell Trust.

1,136,137 shares issuable upon conversion of Series A Preferred;

825,000 of vested Restricted Stock Units;

26,620,152 shares

issuable upon the exercise of stock options exercisable within 60 days of March 18, 2021;

and 225,000 shares issuable

upon the exercise of warrants that may be exercised within 60 days of March 18, 2021.

and 4,816,275 shares issuable upon conversion of Series C Preferred,

and 2,316,830 shares of common stock issued to AMIC Gift, LLC, an LLC controlled by Carlton and his wife.

75,000 shares issuable upon exercise of warrants.

Ownership of the Company’s Series A Convertible Preferred Stock

of March 18, 2021, there were 2,171,007 shares of Series A Preferred issued and outstanding, convertible into 2,713,759

shares of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series A Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series A Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

of March 1, 2022, there were 2,071,007 shares of Series A Preferred issued and outstanding, convertible into 2,588,758 shares

of the Company’s common stock.

following table sets forth, as of March 1, 2022, the number of shares of Series A Preferred beneficially owned by the following

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series A Preferred, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

officers as a group.

Name and Address of Beneficial Owner (1)

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Major Shareholder(s):

Firstfire Global Opportunities Fund

Bruce Jolliff

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address

of (i) the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ” ) is 909 North Kellogg Street, Kennewick,

(ii) Firstfire Global Opportunities Fund LLC is 1040 First Avenue, Suite 190, New York, NY 10022;

Jolliff is 206 N 41st St.

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address of

(i) the Cadwell Family Irrevocable Trust (the “ Cadwell Trust ”) is 909 North Kellogg Street, Kennewick, WA 99336;

Bruce Jolliff is 206 N 41st St.

Unit 1, Yakima, WA 98901;

and (iv) Stoel Rives is One Union Square, 600 University Street, Suite

3600, Seattle, WA 98101.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose

of its shares, except that Dr.

Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power

over the Series A Convertible Preferred beneficially owned by the Cadwell Trust.

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company Series A Convertible Preferred, and

has therefore been omitted from this table.

and (iii) Stoel Rives is One Union Square, 600 University Street,

Suite 3600, Seattle, WA 98101.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose of

its shares, except that Dr.

Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power over the

Series A Convertible Preferred beneficially owned by the Cadwell Trust.

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company Series A Convertible Preferred, and has therefore

been omitted from this table.

Ownership of the Company’s Series B Convertible Preferred Stock

of March 18, 2021, there were 436,653 shares of Series B Preferred issued and outstanding, convertible into 5,458,163 shares

of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series B Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series B Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

of March 1, 2022, there were 200,363 shares of Series B Preferred issued and outstanding, convertible into 2,504.538 shares of

the Company’s common stock.

following table sets forth, as of March 1, 2022, the number of shares of Series B Preferred beneficially owned by the following

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series B Preferred, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

officers as a group.

Name and Address of Beneficial Owner (1)

of Beneficial

Ownership (2)

of Beneficial Ownership (2)

Percent of Class

All Current Directors and Executive Officers as a group (3

All Current Directors and Executive Officers as a group (3 individuals)

Major Shareholder(s):

Jason Adelman (3)

of the Company’s directors and executive officers hold any shares of the Company’s Series B Convertible Preferred,

and they have therefore been omitted from this table.

The address of each of the beneficial owners are as follows:

Adelman is 40 East 66th St., New York, NY 10065;

and (ii) Cipher 06, LLC, c/o Ellis Lake Capital, 444 Madison Avenue, 40 th

Floor, New York, NY 10022.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose

of its shares.

of the Company’s directors and executive officers hold any shares of the Company’s Series B Convertible Preferred, and

they have therefore been omitted from this table.

The address of the beneficial owners is as follows:

(i) Jason Adelman (JTA Resources

is 40 East 66th St., New York, NY 10065.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose of

200,000 shares of Series B Preferred held by JTA Resources LLC.

Ownership of the Company’s Series C Convertible Preferred Stock

of March 18, 2021, there were 385,302 shares of Series C Preferred issued and outstanding, convertible into 4,816,275 shares

of the Company’s common stock.

following table sets forth, as of March 18, 2021, the number of shares of Series C Preferred beneficially owned by the

following persons:

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series C Preferred,

(ii) the Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors

and executive officers as a group.

of March 1, 2022, there were 385,302 shares of Series C Preferred issued and outstanding, convertible into 4,816,275 shares of

the Company’s common stock.

following table sets forth, as of March 1, 2022, the number of shares of Series C Preferred beneficially owned by the following

(i) all persons the Company known to be beneficial owners of at least 5% of the Company’s Series C Preferred, (ii) the

Company’s current directors, (iii) the Company’s current executive officers, and (iv) all current directors and executive

officers as a group.

Name and Address of Beneficial Owner (1)

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Ownership (2)

Current Directors and Executive Officers as a group (3 individuals) (3)

All Current Directors and Executive Officers as a group (3 individuals) (3)

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336.,

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose

of its shares, except that Dr.

Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power

over the Series C Preferred beneficially owned by the Cadwell Trust.

Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s Interim Chief Financial

Officer, hold any shares of the Company’s Series C Preferred, and they have therefore been omitted from this table.

Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change

in control of the Company.

to community property laws where applicable, the Company believes that each beneficial owner has sole power to vote and dispose of

its shares, except that Dr.

Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power over the

Series C Preferred beneficially owned by the Cadwell Trust.

Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s Interim Chief Financial Officer,

hold any shares of the Company’s Series C Preferred, and they have therefore been omitted from this table.

Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change in control

of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

2 unchanged sentences

Cadwell in the amount of $60,000.

is for a one-year period maturing January 24, 2020 and bears interest at an annual rate of 8.0%.

This note is currently in default.

The note is for

a one-year period maturing January 24, 2020 and bears interest at an annual rate of 8.0%.

This note was converted into shares of common

stock in December 2021.

March 27, 2019 the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $48,000.

is for a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8.0%.

This note is currently in default.

The note is for

a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8.0%.

This note was repaid in December 2021.

April 29, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $29,000.

is for a one-year period maturing April 29, 2020 and bears interest at an annual rate of 8.0%.

The note is for

a one-year period maturing April 29, 2020 and bears interest at an annual rate of 8.0%.

This note was repaid in December 2021.

May 20, 2019 and May 23, 2019, Mr.

Korenko advanced $20,000 collectively to the Company.

Korenko is not charging interest

on these amounts advanced and they are short-term advances, due on demand.

Of this amount $5,000 was repaid and the balance of

$15,000 was converted into a convertible note payable at an annual interest rate of 8% due January 15, 2020.

This note was converted

in April 2020.

Korenko is not charging interest on these

amounts advanced and they are short-term advances, due on demand.

Of this amount $5,000 was repaid and the balance of $15,000 was converted

into a convertible note payable at an annual interest rate of 8% due January 15, 2020.

This note was converted in April 2020.

July 5, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $50,000.

for a one-year period maturing July 5, 2020 and bears interest at an annual rate of 8.0%.

The note is for a

one-year period maturing July 5, 2020 and bears interest at an annual rate of 8.0%.

Of this amount, $23,000 was paid in December 2021,

and the balance was converted into shares of common stock in December 2021.

November 25, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $50,000.

is for a one-year period maturing November 25, 2020 and bears interest at an annual rate of 8.0%.

for a one-year period maturing November 25, 2020 and bears interest at an annual rate of 8.0%.

This note was converted into shares of

common stock in December 2021.

Company borrowed $107,000 in the year ended December 31, 2020 from its CEO and repaid these amounts in full.

Company’s common stock is traded on the OTCQB Marketplace, which does not impose any independence requirements on the Board

of Directors or the board committees of the companies whose stock is traded on that market.

The Company has decided to adopt the

independence standards of the Nasdaq listing rules in determining whether the Company’s directors are independent.

under those rules a director does not qualify as an independent director if the director or a member of the director’s immediate

family has had in the past three years certain relationships or affiliations with the Company, the Company’s auditors, or

other companies that do business with the Company.

Company’s common stock is traded on the OTCQB Marketplace, which does not impose any independence requirements on the Board of

Directors or the board committees of the companies whose stock is traded on that market.

The Company has decided to adopt the independence

standards of the Nasdaq listing rules in determining whether the Company’s directors are independent.

Generally, under those rules

a director does not qualify as an independent director if the director or a member of the director’s immediate family has had in

the past three years certain relationships or affiliations with the Company, the Company’s auditors, or other companies that do

business with the Company.

The Company’s Board of Directors has determined that Mr.

Cadwell is qualified

as an independent director under those Nasdaq rules, and accordingly, would have been qualified under those rules to serve on

a compensation committee or a nominating committee, if the Company had established such committees of the Company’s Board

of Directors.

Korenko is not an independent director due to his employment by the Company as an executive officer.

Cadwell is qualified as an independent director

under those Nasdaq rules, and accordingly, would have been qualified under those rules to serve on a compensation committee or a nominating

committee, if the Company had established such committees of the Company’s Board of Directors.

Korenko is not an independent

director due to his employment by the Company as an executive officer.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

aggregate fees incurred by the Company’s principal accountant for the audit of the Company’s annual financial statements,

review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in

connection with statutory and regulatory filings or engagements for the years ended December 31, 2020 and 2019 were $61,500 and

review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection

with statutory and regulatory filings or engagements for the years ended December 31, 2021 and 2020 were $36,000 and $61,500,

respectively, all of which was paid to Fruci & Associates II, PLLC.

aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s

financial statements but are not reported “Audit Fees” for the years ended December 31, 2020 and 2019 in the amounts

of $7,250 and $7,250, respectively.

All services performed by the Company’s Registered Public Accounting Firm, Fruci &

Associates II, PLLC have been pre-approved by the Company’s Board of Directors.

aggregate fees billed for professional services rendered by principal accountant for tax compliance, tax advice and tax planning

during the years ended December 31, 2020 and 2019 were $2,750 and $2,750, respectively, all of which was paid to Fruci & Associates

fees billed for products or services provided by the Company’s principal accountant during the years ended December 31,

2020 and 2019 There were no fees incurred to Fruci & Associates II, PLLC related to all other fees.

financial statements but are not reported “Audit Fees” for the years ended December 31, 2021 and 2020 in the amounts of $2,250

and $7,250, respectively.

All services performed by the Company’s Registered Public Accounting Firm, Fruci & Associates

II, PLLC have been pre-approved by the Company’s Board of Directors.

aggregate fees billed for professional services rendered by principal accountant for tax compliance, tax advice and tax planning during

the years ended December 31, 2021 and 2020 were $3,250 and $2,750, respectively, all of which was paid to Fruci & Associates

fees billed for products or services provided by the Company’s principal accountant during the years ended December 31, 2021 and

2020 There were no fees incurred to Fruci & Associates II, PLLC related to all other fees.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1 unchanged sentence

The Vivos Inc.

Balance Sheets as of December 31, 2020 and 2019, the Statements of Operations for the

years ended December 31, 2020 and 2019, the Statements of Changes in Stockholders’ Deficit for the years ended December

31, 2020 and 2019, and the Statements of Cash Flows for the years ended December 31, 2020 and 2019, together with the notes

thereto and the reports of Fruci & Associates II, PLLC as required by Item 8 are included in this 2020 Annual Report on

Form 10-K as set forth in Item 8 above.

Balance Sheets as of December 31, 2021 and 2020, the Statements of Operations for the years

ended December 31, 2021 and 2020, the Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021

and 2020, and the Statements of Cash Flows for the years ended December 31, 2021 and 2020, together with the notes thereto and the

reports of Fruci & Associates II, PLLC as required by Item 8 are included in this 2021 Annual Report on Form 10-K as set forth

in Item 8 above.

Statement Schedules .

All financial statement schedules have been omitted since they are either not required or

not applicable, or because the information required is included in the financial statements or the notes thereto.

All financial statement schedules have been omitted since they are either not required or not applicable,

or because the information required is included in the financial statements or the notes thereto.

The following exhibits are either filed as a part hereof or are incorporated by reference.

Exhibit numbers correspond to the

numbering system in Item 601 of Regulation S-K.

Exhibit numbers correspond to the numbering

system in Item 601 of Regulation S-K.

Certificate of Incorporation of Savage Mountain Sports Corporation, dated January 11, 2000 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G (File No.

32 unchanged sentences

and Michael Korenko, dated June 4, 2019 (incorporated by reference to Exhibit 6.18 to the Company’s Offering Statement on Form 1-A filed on July 29, 2019).

of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Sec.

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Instance Document

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 7, 2022

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the Registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

March 7, 2022

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to Financial Statements

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm Auditor Name:

Fruci & Associates II, PLLC (PCAOB ID No.

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the years ended December 31, 2021 and 2020

Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2020 and 2019

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020

Statements of Cash Flow for the years ended December 31, 2021 and 2020

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have audited the accompanying balance sheets of Vivos, Inc.

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

the related statements of operations, changes in stockholders’

equity (deficit), and cash flows for each of the years in

the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December

31, 2020, in conformity with accounting principles generally accepted in the United States of America.

(“the Company”) as of December 31, 2021 and 2020, and the related

statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December

31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and the results of its operations

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

accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has suffered recurring losses, has utilized significant cash in operations,

and its cash position is not sufficient to support operations.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

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

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

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

As discussed in Note

1 to the financial statements, the Company has suffered recurring losses, has utilized significant cash in operations, and its cash position

is not sufficient to support operations.

These factors raise substantial doubt about the Company’s ability to continue as a going

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

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

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

Those standards require that we plan and perform the audit to obtain

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

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

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

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

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

of common stock warrant transactions

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

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

of common stock warrant transactions (Note 6 to the financial statements)

of the Critical Audit Matter

discussed in Note 8 to the financial statements, the Company issued a number of common stock warrants during the period alongside

various agreements.

The Company’s initial recognition of outstanding warrants and the evaluation of common shares issued

in exchange for stock warrants involved complexity and judgement in applying the relevant accounting standards when auditing management’s

conclusions on the classification and recognition of warrants on issuance and on exercise.

Company’s evaluation of common shares issued in exchange for stock warrants involved complexity and judgement in applying the relevant

accounting standards when auditing management’s conclusions on the classification and recognition of warrants on issuance and on

the Critical Audit Matter Was Addressed in the Audit

principal audit procedures to evaluate management’s calculation of common shares issued for exchange of stock warrants included

the following:

evaluated the appropriateness and consistency of management’s methods and assumptions

used in the identification, recognition, measurement, and disclosure of considerations

of the underlying warrants, including the classification with respect to the terms and

in considering applicable generally accepted accounting standards.

read the applicable agreements and compared the key terms to management’s analysis

of the transaction.

read, evaluated, and tested the reasonableness of management’s calculation utilized

in the determination of common shares issued in exchange for stock warrants.

evaluated whether management had appropriately considered new information that could

significantly change the measurement or disclosure of common shares issued in exchange

for stock warrants, and evaluated the disclosures related to the financial statement

impacts of the transactions.

have served as the Company’s auditor since 2016.

evaluated the appropriateness and consistency of management’s methods and assumptions used in the identification, recognition,

measurement, and disclosure of considerations of the underlying warrants, including the classification with respect to the terms

and in considering applicable generally accepted accounting standards.

read the applicable agreements and compared the key terms to management’s analysis of the transaction.

read, evaluated, and tested the reasonableness of management’s calculation utilized in the determination of common shares issued

in exchange for stock warrants.

evaluated whether management had appropriately considered new information that could significantly change the measurement or disclosure

of common shares issued in exchange for stock warrants, and evaluated the disclosures related to the financial statement impacts

of the transactions.

have served as the Company’s auditor since 2016.

31, 2021 AND 2020

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Total Current Assets

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

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Payroll liabilities payable

Convertible notes payable, related party, net

Convertible notes payable, net

Promissory notes payable, net of discount

Related party promissory note

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Commitments and contingencies

STOCKHOLDERS’

EQUITY (DEFICIT)

Preferred stock, par value, $0.001, 20,000,000 shares authorized, Series A Convertible Preferred,

5,000,000 shares authorized, 2,171,007 and 2,552,642 shares issued and outstanding, respectively

STOCKHOLDERS’ EQUITY

Preferred stock, par value, $ 0.001 , 20,000,000 shares authorized, Series A

Convertible Preferred, 5,000,000 shares authorized, 2,071,007 and 2,171,007 shares issued and outstanding, respectively

Additional paid in capital - Series A Convertible preferred stock

Series B Convertible Preferred, 5,000,000 shares authorized, 436,653 and 1,113,245 shares issued and outstanding, respectively

Series B Convertible Preferred, 5,000,000 shares authorized, 200,363 and 436,653

shares issued and outstanding, respectively

Additional paid in capital - Series B Convertible preferred stock

Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 and 821,292 shares issued and outstanding, respectively

Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 and 385,302

shares issued and outstanding, respectively

Additional paid in capital - Series C Convertible preferred stock

Common stock, par value, $0.001, 950,000,000 shares authorized, 292,278,591 and 184,845,821 issued and outstanding, respectively

Preferred stock, value

Additional paid in capital

Common stock, par value, $ 0.001 , 950,000,000 shares authorized, 343,530,678 and

292,278,591 issued and outstanding, respectively

Additional paid in capital - common stock

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( 74,558,101 )

Total Stockholders’

Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

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OPERATING EXPENSES

Professional fees

Stock based compensation

Professional fees (including stock-based compensation of $ 1,614,000 and $ 2,176 ,

respectively)

Payroll expenses

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OPERATING LOSS

( 2,501,798 )

NON-OPERATING INCOME (EXPENSE)

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Other income - SBA

Forgiveness of debt

Loss on debt extinguishment

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NET LOSS BEFORE PROVISION FOR INCOME TAXES

( 2,527,766 )

Provision for income taxes

$ ( 2,527,766 )

$ ( 956,992 )

Net loss per share - basic and diluted

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accompanying notes are an integral part of these financial statements.

OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Additional Paid-In

Balance - December 31, 2019

$ ( 73,601,109 )

$ ( 1,479,689 )

Stock issued for:

Accounts payable

Adjustment for fractional shares in reverse split

Conversion of restricted stock units into common stock

Conversion of preferred stock into common stock

Conversion of Series B Preferred into Series C Preferred

Warrants issued with notes payable (discount)

Warrants issued in settlement of litgation

Warrants issued for extension of notes payable

Options issued for settlement of accounts payable

Options and warrants issued for services

BCF recognized on convertible notes

Note conversions/settlements

Accounts Payable, shares

Services, shares

exercises, shares

Redemption of preferred stock

in convertible note agreement

Redemption of preferred stock

Conversion of preferred stock

into common stock

Warrants issued with notes

payable (discount)

Warrants purchased for cash

Options and warrants issued

Share adjustment

RSUs granted to consultants

that have vested

Net loss for the year

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( 74,558,101 )

Stock issued for:

Note conversions/settlements

Warrant exercises

Redemption of preferred stock in convertible note agreement

Redemption of preferred stock for cash

Conversion of preferred stock into common stock

Warrants issued with notes payable (discount)

Conversion of preferred shares

to common shares

Warrants purchased for cash

Options and warrants issued for services

Share adjustment

RSUs granted to consultants

that have vested

Net loss for the year

( 2,527,766 )

Balance - December 31, 2021

$ ( 77,085,867 )

accompanying notes are an integral part of these financial statements.

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$ ( 2,527,766 )

$ ( 956,992 )

Adjustments to reconcile net loss to net cash used in operating activities

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Amortization of BCF discount

Common stock issued for services

Stock options and warrants for services

Common stock, stock options and warrants for services

RSUs issued for services

Loss on conversion of debt

Forgiveness of debt

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Changes in assets and liabilities

Accounts receivable

Prepaid expenses and other assets

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CASH FLOWS FROM FINANCING ACTIVITES

Proceeds from related party notes payable

Redemption of preferred stock

Proceeds from sale of preferred stock

Proceeds from sale of common stock

Payments of convertible debt

Payments of related party notes

Proceeds from sale of common stock and warrants

Proceeds from the exercise of stock options

Proceeds from convertible debt

Proceeds from promissory notes - related party, net of repayments

Proceeds from common stock and warrants

Payment of notes payable

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SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cashless exercise of warrants

Conversion of preferred stock into common stock

Conversion of convertible preferred B into convertible preferred C

Recognition of debt discount at inception of notes payable

Conversion of notes payable and accrued interest into common stock

Recognition of BCF discount at inception of notes payable

Conversion of notes payable - related parties and accrued interest into common stock

Common stock issued in cashless exercise of warrants

Common stock issued in settlement of accounts payable

Stock options issued in settlement of accounts payable

Reclassification of notes payable and accrued interest into common stock

Warrants issued for settlement of litigation

Common stock issued in settlement of accounts payable - related parties

Stock options exercised for recission of common and preferred stock

RSUs vested into common stock

accompanying notes are an integral part of these financial statements.

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the Years Ended December 31, 2021 and 2020

ORGANIZATION & BASIS OF PRESENTATION

(the “ Company ”) was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports

Corporation (“ SMSC ”).

On September 6, 2006, the Company changed its name to Advanced Medical Isotope Corporation,

and on December 28, 2017, the Company began operating as Vivos Inc.

The Company has authorized capital of 950,000,000 shares of

common stock, $0.001 par value per share, and 20,000,000 shares of preferred stock, $0.001 par value per share.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC ”).

On September 6, 2006, the Company changed its name to Advanced Medical Isotope Corporation, and on December 28, 2017, the Company began

operating as Vivos Inc.

The Company has authorized capital of 950,000,000 shares of common stock, $ 0.001 par value per share, and 20,000,000

shares of preferred stock, $ 0.001 par value per share.

principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352.

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website address is http://www.radiogel.com.

Our common stock is currently quoted on the OTC Pink Marketplace under the symbol

Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device,

RadioGel™, for the treatment of non-resectable tumors.

A prominent team of radiochemists, scientists and engineers, collaborating

with strategic partners, including national laboratories, universities and private corporations, lead the Company’s development

The Company’s overall vision is to globally empower physicians, medical researchers and patients by providing them

with new isotope technologies that offer safe and effective treatments for cancer.

January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel TM should be classified

Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.”

Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device, RadioGel ™ ,

for the treatment of non-resectable tumors.

A prominent team of radiochemists, scientists and engineers, collaborating with strategic

partners, including national laboratories, universities and private corporations, lead the Company’s development efforts.

The Company’s

overall vision is to globally empower physicians, medical researchers and patients by providing them with new isotope technologies that

offer safe and effective treatments for cancer.

January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ should be classified

as a device for animal therapy of feline sarcomas and canine soft tissue sarcomas.

Additionally, after a legal review, the Company

believes that the device classification obtained from the Food and Drug Administration (“ FDA ”) Center for Veterinary

Medicine is not limited to canine and feline sarcomas, but rather may be extended to a much broader population of veterinary cancers,

including all or most solid tumors in animals.

We expect the result of such classification and label review will be that no additional

regulatory approvals are necessary for the use of IsoPet ®

for the treatment of solid tumors in animals.

does not have premarket authority over devices with a veterinary classification, and the manufacturers are responsible for assuring

that the product is safe, effective, properly labeled, and otherwise in compliance with all applicable laws and regulations.

on the FDA’s recommendation, RadioGel TM will be marketed as “IsoPet ®

” for use by veterinarians

Additionally, after a legal review, the Company believes

that the device classification obtained from the Food and Drug Administration (“ FDA ”) Center for Veterinary Medicine

is not limited to canine and feline sarcomas, but rather may be extended to a much broader population of veterinary cancers, including

all or most solid tumors in animals.

We expect the result of such classification and label review will be that no additional regulatory

approvals are necessary for the use of IsoPet ® for the treatment of solid tumors in animals.

The FDA does not have premarket

authority over devices with a veterinary classification, and the manufacturers are responsible for assuring that the product is safe,

effective, properly labeled, and otherwise in compliance with all applicable laws and regulations.

on the FDA’s recommendation, RadioGel ™ will be marketed as “IsoPet ® ” for use by veterinarians

to avoid any confusion between animal and human therapy.

The Company already has trademark protection for the “IsoPet ®

and RadioGel TM are used synonymously throughout this document.

The Company already has trademark protection for the “IsoPet ® ”

IsoPet ® and RadioGel ™ are used synonymously throughout this document.

The only distinction between

and RadioGel TM is the FDA’s recommendation that we use “IsoPet®” for veterinarian

usage, and reserve “RadioGel TM” for human therapy.

Based on these developments, the Company has shifted

its primary focus to the development and marketing of Isopet®

for animal therapy, through the Company’s IsoPet®

Solutions division.

Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement

of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the

technology in private clinics.

The Company has worked with three different university veterinarian hospitals on IsoPet®

IsoPet ® and RadioGel ™ is the FDA’s recommendation that we use “IsoPet ® ”

for veterinarian usage, and reserve “RadioGel ™” for human therapy.

Based on these developments, the Company

has shifted its primary focus to the development and marketing of Isopet ® for animal therapy, through the Company’s

IsoPet ® Solutions division.

Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of

university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology

in private clinics.

The Company has worked with three different university veterinarian hospitals on IsoPet ® testing and

Washington State University treated five cats for feline sarcoma and served to develop the procedures which are incorporated

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Colorado State University demonstrated

the CT and PET-CT imaging of IsoPet®.

the CT and PET-CT imaging of IsoPet ® .

A contract was signed with University of Missouri to treat canine sarcomas and equine

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dogs were treated for canine soft tissue sarcoma.

Response evaluation criteria in solid tumors (“ RECIST ”) is

a set of published rules that define when tumors in cancer patients improve (respond), stay the same (stabilize), or worsen (progress)

during treatment.

The criteria were published by an international collaboration including the European Organisation for Research

and Treatment of Cancer (“EORTC”), National Cancer Institute of the United States, and the National Cancer

Institute of Canada Clinical Trials Group.

testing at the University of Missouri met its objective to demonstrate the safety of IsoPet®.

Using its advanced CT and PET

equipment it was able to demonstrate that the dose calculations were accurate and that the injections perfused into the cell interstices

Response evaluation criteria in solid tumors (“ RECIST ”) is a set

of published rules that define when tumors in cancer patients improve (respond), stay the same (stabilize), or worsen (progress) during

The criteria were published by an international collaboration including the European Organisation for Research and Treatment

of Cancer (“EORTC”), National Cancer Institute of the United States, and the National Cancer Institute of Canada Clinical

Trials Group.

testing at the University of Missouri met its objective to demonstrate the safety of IsoPet ® .

Using its advanced CT and

PET equipment it was able to demonstrate that the dose calculations were accurate and that the injections perfused into the cell interstices

and did not stay concentrated in a bolus.

This results in a more homogeneous dose distribution.

There was insignificant spread

of Y-90 outside the points of injection demonstrating the effectiveness of the particles and the gel to localize the radiation

with no spreading to the blood or other organs nor to urine or fecal material.

This confirms that IsoPet®

is safe for same

effectiveness of IsoPet®

for life extension was not the prime objective, but it resulted in valuable insights.

one is still cancer-free but the others eventually recurred since there was not a strong focus on treating the margins.

There was insignificant spread of Y-90

outside the points of injection demonstrating the effectiveness of the particles and the gel to localize the radiation with no spreading

to the blood or other organs nor to urine or fecal material.

This confirms that IsoPet ® is safe for same day therapy.

effectiveness of IsoPet ® for life extension was not the prime objective, but it resulted in valuable insights.

cases one is still cancer-free but the others eventually recurred since there was not a strong focus on treating the margins.

The University

of Missouri has agreed to become a regional center to administer IsoPet®

therapy and will incorporate the improvements suggested

by the testing program.

Company anticipates that future profits, if any, will be derived from direct sales of RadioGel™ (under the name IsoPet®)

of Missouri has agreed to become a regional center to administer IsoPet ® therapy and will incorporate the improvements

suggested by the testing program.

Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ (under the name IsoPet ® )

and related services, and from licensing to private medical and veterinary clinics in the U.S.

and internationally.

intends to report the results from the IsoPet®

Solutions division as a separate operating segment in accordance with GAAP.

in July 2019, the Company recognized its first commercial sale of IsoPet®.

A veterinarian from Alaska brought his cat with

a re-occurrent spindle cell sarcoma tumor on his face.

The Company intends

to report the results from the IsoPet ® Solutions division as a separate operating segment in accordance with GAAP.

in July 2019, the Company recognized its first commercial sale of IsoPet ® .

A veterinarian from Alaska brought his cat

with a re-occurrent spindle cell sarcoma tumor on his face.

The cat had previously received external beam therapy, but now the tumor

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He was given a high dose of 400Gy with heavy therapy at the margins.

This sale met the revenue recognition

requirements under ASC 606 as the performance obligation was satisfied.

The Company completed sales for an additional four animals

that received the IsoPet®

plan is to incorporate the data assembled from our work with Isopet®

in animal therapy to support the Company’s efforts

in the development of our RadioGel™ device candidate, including obtaining approval from the FDA to market and sell

RadioGel™ as a Class II medical device.

RadioGel™ is an injectable particle-gel for brachytherapy radiation treatment

of cancerous tumors in people and animals.

RadioGel™ is comprised of a hydrogel, or a substance that is liquid at room temperature

and then gels when reaching body temperature after injection into a tumor.

In the gel are small, less than two microns, yttrium-90

phosphate particles (“ Y-90 ”).

Once injected, these inert particles are locked in place inside the tumor by

the gel, delivering a very high local radiation dose.

This sale met the revenue recognition requirements

under ASC 606 as the performance obligation was satisfied.

The Company completed sales for an additional four animals that received the

IsoPet ® during 2019.

plan is to incorporate the data assembled from our work with Isopet ® in animal therapy to support the Company’s

efforts in the development of our RadioGel ™ device candidate, including obtaining approval from the FDA to market

and sell RadioGel ™ as a Class II medical device.

RadioGel ™ is an injectable particle-gel for brachytherapy

radiation treatment of cancerous tumors in people and animals.

RadioGel ™ is comprised of a hydrogel, or a substance

that is liquid at room temperature and then gels when reaching body temperature after injection into a tumor.

In the gel are small, less

than two microns, yttrium-90 phosphate particles (“ Y-90 ”).

Once injected, these inert particles are locked in place

inside the tumor by the gel, delivering a very high local radiation dose.

The radiation is beta, consisting of high-speed electrons.

These electrons

only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the surrounding tissue.

These electrons only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the surrounding

Optimally, patients can go home immediately following treatment without the risk of radiation exposure to family members.

Y-90 has a half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days .

the Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with

locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic

lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require

post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy).

Papillary thyroid carcinoma belongs

to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection.

The Company’s

Medical Advisory Board felt that demonstrating efficacy in clinical trials was much easier with this new indication.

Company’s lead brachytherapy products, including RadioGel™, incorporate patented technology developed for

Battelle Memorial Institute (“ Battelle ”) at Pacific Northwest National Laboratory, a leading research

institute for government and commercial customers.

Battelle has granted the Company an exclusive license to patents covering

the manufacturing, processing and applications of RadioGel™ (the “ Battelle License ”).

This exclusive

license is to terminate upon the expiration of the last patent included in this agreement (March 2022).

Other intellectual

property protection includes proprietary production processes and trademark protection in 17 countries.

The Company plans to

continue efforts to develop new refinements on the production process, and the product and application hardware, as a basis

for future patents.

Company received the Patent Cooperation Treaty (“PCT”) International Search Report on our patent application

(No.1811.191).

Seven of our claims were immediately ruled as having novelty, inventive step and industrial applicability.

gives us the basis to extend for many years the patent protection for our proprietary Yttrium-90 phosphate particles utilized

in Isopet®

and Radiogel™.

As part of the normal review process, we have also submitted the technical justification for

seven additional claims.

We are in the process of filing patent claims in Canada, UK (Great Britain, Scotland, Wales and Ireland),

Japan, Germany, Italy, France, Australia, Brazil, China, India, North Countries (Sweden, Norway, Finland, and Denmark).

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and

satisfaction of liabilities in the normal course of business.

As shown in the accompanying financial statements, the Company has

suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position

is not sufficient to support the Company’s operations.

Research and development of the Company’s brachytherapy product

line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants.

The Company requires

funding of approximately $2 million annually to maintain current operating activities.

Company has completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019.

Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“SEC”)

on June 3, 2020 and have issued the first tranche of shares under the Regulation A+ on June 10, 2020.

The intent is to raise up

to $1,800,000 over the next 12-18 months, which may be completed in separate closings.

Company intends to use the proceeds generated from the sale of shares under Regulation A+ as follows:

the Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional

papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes

or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical

remnant ablation (for example, after prior incomplete radioiodine therapy).

Papillary thyroid carcinoma belongs to the general class

of head and neck tumors for which tumors are accessible by intraoperative direct needle injection.

The Company’s Medical Advisory

Board felt that demonstrating efficacy in clinical trials was much easier with this new indication.

Company’s lead brachytherapy products, including RadioGel ™ , incorporate patented technology developed for Battelle

Memorial Institute (“ Battelle ”) at Pacific Northwest National Laboratory, a leading research institute for government

and commercial customers.

Battelle has granted the Company an exclusive license to patents covering the manufacturing, processing and

applications of RadioGel ™ (the “ Battelle License ”).

This exclusive license is to terminate upon the

expiration of the last patent included in this agreement (March 2022).

Other intellectual property protection includes proprietary production

processes and trademark protection in 17 countries.

original license with Battelle National Laboratory is reaching its end of life in 2022.

During the past several years, in anticipation

of this we have expanded our proprietary knowledge and our trademark and patent protection.

have expanded our trademark protection from RadioGel to now include IsoPet.

We obtained the International Certificate of Registration

for ISOPET, which is the first step to file in several countries .

Company received the Patent Cooperation Treaty (“PCT”) International Search Report

on our patent application (No.1811.191).

Seven of our claims were immediately ruled as having novelty, inventive step and industrial

applicability.

This gives us the basis to extend for many years the patent protection for our proprietary Yttrium-90 phosphate particles

utilized in Isopet ® and Radiogel™.

Vivos Inc filed its particle patent in several counties and in parallel is pursuing

amendments to increase the number of claims.

addition to the USA the new patent team filed in Canada, the European Union, Japan, Australia, Brazil, China, India, South Korea, and

the Russian Eurasian (Russia, Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Tajikistan,

and Turkmenistan) .

have just filed a new provisional patent to protect our current and planned developments.

It includes a summary of our improved hydrogel

formulation and production process, the use of other particles incorporating other isotopes beyond Y-90, and the anti-circumvention techniques

we discovered that would make it more difficult for competitors to engineer around our proprietary hydrogel with other hydrogels from

our defensive effort we call our “knock-off red team exercise”.

the provisional patent, we will file for utility patents on our polymer/hydrogel improvements.

These include reducing

the polymer production time and increasing the output by a factor of three.

further reduced the level of trace contaminants to be well below the FDA guidelines.

currently are developing a micro-injection system for

small tumor therapy.

This will provide more precise controls for treating cancerous thyroid lymph nodes.

It will also be valuable if

the company pursues other future indications for use that will require precise micro-injections, e.g.

ocular melanoma, spinal tumors

and brain cancers.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction

of liabilities in the normal course of business.

As shown in the accompanying financial statements, the Company has suffered recurring

losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support

the Company’s operations.

Research and development of the Company’s brachytherapy product line has been funded with proceeds

from the sale of equity and debt securities as well as a series of grants.

The Company requires funding of approximately $ 2.5 million

annually to maintain current operating activities.

Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019.

Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“SEC”) on June

A second Regulation A+ was qualified by the SEC on September 15, 2021 to raise capital for 50,000,000 shares at a price of $ 0.10

for a maximum of $ 5,000,000 .

Company’s initial Regulation A+ raised approximately $ 4,000,000 from the sale of shares under Regulation A+, and intends to use

the proceeds generated as follows:

the animal therapy market:

the effort to communicate the benefits of IsoPet ®

to the veterinary community and the pet parents.

the effort to communicate the benefits of IsoPet® to the veterinary community and the pet parents.

additional clinical studies to generate more data for the veterinary community

some IsoPet ®

therapies, if necessary, to ensure that all viable candidates are treated.

a new regional clinic with their license and certification training.

some IsoPet ® therapies, if necessary, to ensure that all viable candidates are treated.

new regional clinics with their license and certification training.

the human market:

2 unchanged sentences

Report the results to the FDA in a pre-submission meeting.

the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical

Company received $497,880 which were deposited into the Company’s accounts between April and June 2020.

Following the clearance

of the Regulation A+ offering by the SEC on June 3, 2020, the common shares for these proceeds were issued.

In addition, the Company

exchanged their outstanding convertible notes payable of $525,000, $27,536 in accrued interest and $98,508 in an exchange premium

stipulated in the note agreements into shares of common stock.

In addition, the Company raised $1,138,800 in the Regulation A+

from November 30, 2020 through December 3, 2020 and issued 42,177,778 shares of common stock and sold 19,200,000 warrants for

$19,200 in these offerings.

and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt

The Company requires funding of approximately $2 million annually to maintain current operating activities.

the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials.

and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities.

The Company may require additional funding of approximately $2.5 million annually to maintain current operating activities.

next 12 to 48 months, the Company believes it will cost approximately $9 million to:

(1) fund the FDA approval process to conduct

human clinical trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet ®

across the county, (4) create an independent production center within the current production site to create a template for

future international manufacturing, and (5) initiate regulatory approval processes outside of the United States.

continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources

and personnel.

The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24

months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or

otherwise) and any requirements for additional studies which may possibly include clinical studies.

Thereafter, the principal

variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and

the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those

products and the products’ success in the U.S.

and elsewhere.

The Company intends to fund its activities through strategic

transactions such as licensing and partnership agreements or additional capital raises.

(1) fund the FDA approval process to conduct human

clinical trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet ®

across the county, (4) create an independent production center within the current production site to create a template for future international

manufacturing, and (5) initiate regulatory approval processes outside of the United States.

The proceeds to be raised from the recent

qualified Regulation A+ will be used to continue to fund this development.

continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel.

The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s

classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for

additional studies which may possibly include clinical studies.

Thereafter, the principal variables in the amount of the Company’s

spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with

third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S.

The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or

from proceeds to be raised from the recent qualified Regulation A+.

receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing,

distribution, sales and marketing.

Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships

to facilitate its global commercialization strategy.

Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate

its global commercialization strategy.

the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel ™ and other brachytherapy

products, and thereafter being able to successfully commercialize its brachytherapy products, the Company intends to consider

resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment

of cancer and other illnesses.

on the Company’s financial history since inception, the Company’s independent registered public accounting firm has

expressed substantial doubt as to the Company’s ability to continue as a going concern.

The Company has limited revenue,

nominal cash, and has accumulated deficits since inception.

If the Company cannot obtain sufficient additional capital, the Company

will be required to delay the implementation of its business strategy and may not be able to continue operations.

products, and thereafter being able to successfully commercialize its brachytherapy products, the Company intends to consider resuming

research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other

on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed

substantial doubt as to the Company’s ability to continue as a going concern.

The Company has limited revenue, nominal cash, and

has accumulated deficits since inception.

If the Company cannot obtain sufficient additional capital, the Company will be required to

delay the implementation of its business strategy and may not be able to continue operations.

Company has been impacted from the effects of COVID-19.

The Company’s headquarters are in Northeast Washington however there

focus of the animal therapy market has been the Northwestern sector of the United States, the initial epicenter of the COVID-19

outbreak in the United States.

In addition to a slow down in the marketing of the services, the volatility of the stock market

has contributed to a lack of funds that ordinarily may have been available to the Company.

The Company is hopeful that by the

end of the third quarter of 2021, they will be allowed to continue their marketing to the animal therapy market and attempt

to increase the exposure to their product and generate revenue accordingly.

The Company’s headquarters are in Northeast Washington however there focus

of the animal therapy market has been the Northwestern sector of the United States, the initial epicenter of the COVID-19 outbreak in

the United States.

The Company has started to in recent weeks to continue their marketing to the animal therapy market and attempt to

increase the exposure to their product and generate revenue accordingly.

of December 31, 2021, the Company has $ 1,606,123 cash on hand.

There are currently commitments to vendors for products and services

purchased that will necessitate liquidation of the Company if it is unable to raise additional capital.

The current level of cash

is not enough to cover the fixed and variable obligations of the Company.

the Company is successful in the Company’s sales/development effort, it believes that it will be able to raise additional

funds through strategic agreements or the sale of the Company’s stock to either current or new stockholders.

guarantee that the Company will be able to raise additional funds or to do so at an advantageous price.

financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might

be necessary should the Company be unable to continue as a going concern.

The Company’s continuation as a going concern

is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain

profitability.

The Company plans to seek additional funding to maintain its operations through debt and equity financing and to

improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements

to the cost structure.

There is no assurance that the Company will be successful in its efforts to raise additional working capital

or achieve profitable operations.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There are currently commitments to vendors for products and services purchased.

To continue the development of the Company’s products, the current level of cash may not be enough to cover the fixed and variable

obligations of the Company.

is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price.

financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary

should the Company be unable to continue as a going concern.

The Company’s continuation as a going concern is dependent upon its

ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability.

plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through

a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure.

There is no assurance

that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations.

The financial

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

preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities

at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates the

Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets.

results could differ from those estimates.

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at

the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates the Company

considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets.

Actual results could

differ from those estimates.

Statement Reclassification

account balances from prior periods have been reclassified in these audited financial statements so as to conform to current period

classifications.

the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original

maturity of three months or less to be cash equivalents.

The Company occasionally maintains cash

balances in excess of the FDIC insured limit.

account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications.

the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity

of three months or less to be cash equivalents.

Company occasionally maintains cash balances in excess of the FDIC insured limit.

The Company does not consider this risk to be material.

Value of Financial Instruments

value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet,

where it is practicable to estimate that value.

As of December 31, 2020 and 2019, the balances reported for cash, prepaid expenses,

accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

Accounting Standards Codification (“ ASC ”) Topic 820 established

a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority

to unobservable inputs (level 3 measurements).

value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where

it is practicable to estimate that value.

As of December 31, 2021 and 2020, the balances reported for cash, prepaid expenses, accounts

receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

Accounting Standards Codification (“ ASC ”) Topic 820 established a three-tier

fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs

(level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are

unobservable.

Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis.

Liabilities and Beneficial Conversion Feature

Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded

components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 815, Accounting

for Derivative Instruments and Hedging Activities (“ ASC 815 ”) as well as related interpretations of this standard

and Accounting Standards Update 2017-11, which was adopted by the Company effective January 1, 2018.

In accordance with this standard,

derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with

gains or losses recognized in earnings.

Embedded derivatives that are not clearly and closely related to the host contract are

bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings.

result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet

date and with the change in fair value recognized in the statement of operations as other income or expense.

conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion,

exercise or cancellation than that the related fair value is removed from the books.

Gains or losses on debt extinguishment are

recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares

issued in such a transaction are recorded at market value.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed at the end of each reporting period.

Equity instruments that are initially classified as equity that become subject

to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date.

that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting

entry recorded in earnings.

Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and

obligations of each instrument, based on available market data using a binomial model, adjusted for the effect of dilution,

because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free

rates) necessary to fair value these instruments.

For instruments in default with no remaining time to maturity the Company

uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known.

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates

that may, and are likely to, change over the duration of the instrument with related changes in internal and external market

In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in

the trading market price of our common stock.

Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components

of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 815, Accounting for Derivative

Instruments and Hedging Activities (“ ASC 815 ”) as well as related interpretations of this standard and Accounting

Standards Update 2017-11, which was adopted by the Company effective January 1, 2018.

In accordance with this standard, derivative instruments

are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in

derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes

in fair value recognized as either a gain or loss in earnings.

result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and

with the change in fair value recognized in the statement of operations as other income or expense.

conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise

or cancellation than that the related fair value is removed from the books.

Gains or losses on debt extinguishment are recognized in

the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction

are recorded at market value.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

Equity instruments that are initially classified as equity that become subject to reclassification

are reclassified to liability at the fair value of the instrument on the reclassification date.

Instruments that become a derivative

after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings.

Company determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of

each instrument, based on available market data using a binomial model, adjusted for the effect of dilution, because it embodies all

of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these

For instruments in default with no remaining time to maturity the Company uses a one-year term for their years to maturity

estimate unless a sooner conversion date can be estimated or is known.

Estimating fair values of derivative financial instruments requires

the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with

related changes in internal and external market factors.

In addition, option-based techniques (such as Black-Scholes model) are highly

volatile and sensitive to changes in the trading market price of our common stock.

Company accounts for the beneficial conversion feature on its convertible instruments in accordance with ASC 470-20.

The Beneficial

Conversion Feature (“BCF”) is normally characterized as the convertible portion or feature that provides a rate of

conversion that is below market value or in the money when issued.

The Beneficial Conversion

Feature (“BCF”) is normally characterized as the convertible portion or feature that provides a rate of conversion that is

below market value or in the money when issued.

The Company records a BCF when these criteria exist, when issued.

BCFs that are contingent upon the occurrence of a future event are recorded when the contingency is resolved.

determine the effective conversion price, the Company first allocates the proceeds received to the convertible instrument, and

then use those allocated proceeds to determine the effective conversion price.

The intrinsic value of the conversion option should

be measured using the effective conversion price for the convertible instrument on the proceeds allocated to that instrument.

accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional

paid in capital, resulting in a discount to the convertible instrument.

This discount should be accreted from the date on which

the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date.

BCFs that are contingent

upon the occurrence of a future event are recorded when the contingency is resolved.

determine the effective conversion price, the Company first allocates the proceeds received to the convertible instrument, and then use

those allocated proceeds to determine the effective conversion price.

The intrinsic value of the conversion option should be measured

using the effective conversion price for the convertible instrument on the proceeds allocated to that instrument.

accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid

in capital, resulting in a discount to the convertible instrument.

This discount should be accreted from the date on which the BCF is

first recognized through the earliest conversion date for instruments that do not have a stated redemption date.

assets are carried at the lower of cost or net realizable value.

Production equipment with a cost of $2,500 or greater and other

fixed assets with a cost of $1,500 or greater are capitalized.

Major betterments that extend the useful lives of assets are also

Production equipment with a cost of $ 2,500 or greater and other fixed

assets with a cost of $ 1,500 or greater are capitalized.

Major betterments that extend the useful lives of assets are also capitalized.

Normal maintenance and repairs are charged to expense as incurred.

When assets are sold or otherwise disposed of,

the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

When assets are sold or otherwise disposed of, the cost and accumulated

depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

is computed using the straight-line method over the following estimated useful lives:

SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE

and fixtures:

improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset.

of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in

circumstances indicate that its carrying amount may not be recoverable.

These reviews consider the net realizable value of each

asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the

need for any asset impairment write-down.

of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances

indicate that its carrying amount may not be recoverable.

These reviews consider the net realizable value of each asset, as measured

in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment

fees are stated at cost, less accumulated amortization.

Amortization of license fees is computed using the straight-line method

over the estimated economic useful life of the assets.

March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its

patented RadioGel™ technology.

Amortization of license fees is computed using the straight-line method over

the estimated economic useful life of the assets.

March 2012, the Company entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented

RadioGel ™ technology.

This license agreement originally called for a $ 17,500 nonrefundable license fee and a royalty

based on a percent of gross sales for licensed products sold;

the license agreement also contains a minimum royalty amount to

be paid each year starting with 2013.

The license agreement was most recently amended on December 20, 2018, and pursuant to the

amendment the maintenance fee schedule was updated for minimum royalties, as well as the increase in royalties from one percent

(1%) to two percent (2%), then on October 8, 2019 to reduce the fee back to one percent (1%).

minimum royalties for the years ended December 31 are noted below:

Royalties per

Calendar Year

Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected

future operating cash flows to be derived from such assets are less than their carrying value.

2021 fee was paid in December 2020.

the license agreement also contains a minimum royalty amount to be paid

each year starting with 2013.

The license agreement was most recently amended on December 20, 2018, and pursuant to the amendment the

maintenance fee schedule was updated for minimum royalties, as well as the increase in royalties from one percent (1%) to two percent

(2%), then on October 8, 2019 to reduce the fee back to one percent (1%) .

minimum royalties for the years ending December 31 are noted below:

SCHEDULE OF FUTURE MINIMUM ROYALTIES

Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future

operating cash flows to be derived from such assets are less than their carrying value.

and Intellectual Property

patents are being developed or pending, they are not being amortized.

Management has determined that the economic life of the

patents to be ten years and amortization, over such 10-year period and on a straight-line basis will begin once the patents have

been issued and the Company begins utilization of the patents through production and sales, resulting in revenues.

Management has determined that the economic life of the patents

to be ten years and amortization, over such 10 -year period and on a straight-line basis will begin once the patents have been issued

and the Company begins utilization of the patents through production and sales, resulting in revenues.

Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis.

factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent

operating results and projected and expected undiscounted future cash flows.

factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating

results and projected and expected undiscounted future cash flows.

have been no such capitalized costs in the years ended December 31, 2021 and 2020, respectively.

However, a patent

was filed on July 1, 2019 (No.

1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the

Company’s proprietary particle manufacturing process.

The timing of this filing was important given the Company’s

plans to make IsoPet®

However, a patent was filed on July

1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary

particle manufacturing process.

The timing of this filing was important given the Company’s plans to make IsoPet ®

commercially available, which it did on or about July 9, 2019.

This additional patent protection will

strengthen the Company’s competitive position.

It is the Company’s intention to further extend this patent protection

to several key countries within one year, as permitted under international patent laws and treaties.

This additional patent protection will strengthen the Company’s

competitive position.

It is the Company’s intention to further extend this patent protection to several key countries within one

year, as permitted under international patent laws and treaties.

May 2014, the Financial Accounting Standards Board (“F ASB ”) issued Accounting Standard Update (“ ASU ”)

2014-09, Revenue from Contracts with Customers (Topic 606).

This standard provides a single set of guidelines for revenue

recognition to be used across all industries and requires additional disclosures.

The updated guidance introduces a five-step

model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers

at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method.

This standard provides a single set of guidelines for revenue recognition

to be used across all industries and requires additional disclosures.

The updated guidance introduces a five-step model to achieve its

core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company adopted the updated

guidance effective January 1, 2018 using the full retrospective method.

ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective

obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for

the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration

obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods

transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable.

The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

Company recognized revenue as they (i) identified the contracts with ach customer;

(ii) identified the performance obligation

in each contract;

Company recognized revenue as they (i) identified the contracts with each customer;

(ii) identified the performance obligation in each

(iii) determined the transaction price in each contract;

(iv) were able to allocate the transaction price to

the performance obligations in the contract;

(iv) were able to allocate the transaction price to the performance

obligations in the contract;

and (v) recognized revenue upon the satisfaction of the performance obligation.

the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the

performance obligation.

revenue generated during the years ended December 31, 2020 and 2019 related to sales of product.

The Company accounts for its loss per common

share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share.

Basic loss per share

is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares

outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents

since the impact would be anti-dilutive.

The computation of diluted earnings per share is similar to basic earnings per share,

except that the denominator is increased to include the number of additional common shares that would have been outstanding if

potentially dilutive common shares had been issued.

For the given periods of loss, of the periods ended in the years ended

December 31, 2020 and 2019, the basic earnings per share equals the diluted earnings per share.

following represent common stock equivalents that could be dilutive in the future as of December 31, 2020 and 2019, which include

the following:

Upon the sales of the product

to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation.

revenue recognized in the years ended December 31, 2021 and 2020 relate to consulting income with respect to the IsoPet ® therapies.

Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings

Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average

number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common

stock equivalents since the impact would be anti-dilutive.

The computation of diluted earnings per share is similar to basic earnings

per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding

if potentially dilutive common shares had been issued.

For the given periods of loss, of the periods ended in the years ended December

31, 2021 and 2020, the basic earnings per share equals the diluted earnings per share.

following represent common stock equivalents that could be dilutive in the future as of December 31, 2021 and 2020, which include the

SCHEDULE OF DILUTIVE EARNINGS PER SHARE

December 31, 2021

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Preferred stock

Restricted stock units

Common stock options

3 unchanged sentences

and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations

The cost of equipment used in research and development activities which has alternative uses is capitalized as part

of fixed assets and not treated as an expense in the period acquired.

Depreciation of capitalized equipment used to perform research

and development is classified as research and development expense in the year computed.

Company incurred $84,668 and $67,584 research and development costs for the years ended December 31, 2020 and 2019, respectively,

all of which were recorded in the Company’s operating expenses noted on the statements of operations for the years then

The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed

assets and not treated as an expense in the period acquired.

Depreciation of capitalized equipment used to perform research and development

is classified as research and development expense in the year computed.

Company incurred $ 286,848 and $ 84,668 research and development costs for the years ended December 31, 2021 and 2020, respectively, all

of which were recorded in the Company’s operating expenses noted on the statements of operations for the periods then ended.

and Marketing Costs

and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs.

During the years ended December 31, 2020 and 2019, the Company incurred $6,182 and $0 in advertising and marketing costs which

are included in general and administrative expenses.

the years ended December 31, 2021 and 2020, the Company incurred no advertising and marketing costs.

Contingencies

the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships,

product liability claims, patent rights, and a variety of other matters.

The Company records contingent liabilities resulting

from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss

is reasonably estimable.

The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate

loss will exceed the recorded liability.

Estimated probable losses require analysis of multiple factors, in some cases including

judgments about the potential actions of third-party claimants and courts.

Therefore, actual losses in any future period are inherently

The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees

that have been fully accrued for as of December 31, 2020 and 2019.

address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum

recognition threshold that a tax position is required to meet before being recognized in the financial statements.

also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods,

disclosure and transition.

the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product

liability claims, patent rights, and a variety of other matters.

The Company records contingent liabilities resulting from asserted and

unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable.

The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability.

Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party

claimants and courts.

Therefore, actual losses in any future period are inherently uncertain.

The Company has entered into various agreements

that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of December 31, 2021 and 2020.

address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition

threshold that a tax position is required to meet before being recognized in the financial statements.

The Company also provides guidance

on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition.

Company files income tax returns in the U.S.

federal jurisdiction.

The Company did not have any tax expense for the years ended

December 31, 2020 and 2019.

The Company did not have any deferred tax liability or asset on its balance sheet on December 31,

The Company did no t have any tax expense for the years ended December

31, 2021 and 2020.

costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs,

respectively, in the Company’s financial statements.

For the years ended December 31, 2020 and 2019, the Company did not

recognize any interest or penalty expense related to income taxes.

The Company believes that it is not reasonably possible for

the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months.

Company recognizes compensation costs under FASB ASC Topic 718, Compensation –

Stock Compensation and ASU 2018-07.

are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and

recognize the costs in the financial statements over the period during which employees are required to provide services.

based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights

and employee share purchase plans.

The Company did no t have any deferred tax liability or asset on its balance sheet on December 31, 2021 and 2020.

costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively,

in the Company’s financial statements.

For the years ended December 31, 2021 and 2020, the Company did not recognize

any interest or penalty expense related to income taxes.

Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease

within the next twelve months.

Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07.

Companies are

required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize

the costs in the financial statements over the period during which employees are required to provide services.

Share based compensation

arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase

As such, compensation cost is measured on the date of grant at their fair value.

Such compensation

amounts, if any, are amortized over the respective vesting periods of the option grant.

May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation.” The update provides guidance about which

changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic

An entity shall account for the effects of a modification described in ASC paragraphs 718-20-35-3 through 35-9, unless all

the following are met:

(1) The fair value of the modified award is the same as the fair value of the original award immediately

before the original award is modified;

(2) The vesting conditions of the modified award are the same as the vesting conditions

of the original award immediately before the original award is modified;

and (3) The classification of the modified award as an

equity instrument or a liability instrument is the same as the classification of the original award immediately before the original

award is modified.

The provisions of this update become effective for annual periods and interim periods within those annual periods

beginning after December 15, 2017.

The Company’s adoption of this guidance on January 1, 2018 did not have a material impact

on the Company’s results of operations, financial position and related disclosures.

June 2018, the FASB issued ASU No.

2018-07 “Compensation - Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based

Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently

only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

The ASU supersedes

Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees.

The guidance is effective for public companies for fiscal years,

and interim fiscal periods within those fiscal years, beginning after December 15, 2018.

Early adoption is permitted, but no earlier

than a company’s adoption date of Topic 606, Revenue from Contracts with Customers.

The adoption of this standard did not

have a material impact on its financial statements.

The Company has determined that no amounts had to be revalued upon adoption

of this amendment.

Such compensation amounts, if any, are amortized

over the respective vesting periods of the option grant.

Accounting Pronouncements

August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own

Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity.

simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

Consequently,

more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope

exception, which will permit more equity contracts to qualify for it.

The ASU simplifies the diluted net income per share calculation

in certain areas.

The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is

permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

The Company is currently

evaluating the impact that this new guidance will have on its financial statements.

Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial

condition, results of operations, cash flows or disclosures.

assets consist of the following at December 31, 2020 and 2019:

December 31, 2020

December 31, 2019

Production equipment

Less accumulated depreciation

is no depreciation expense for the years ended December 31, 2020 and 2019.

June 2019, the Company sold the one piece of equipment still held for $0.

The basis of this piece of equipment was also $0, resulting

in no gain or loss on the sale.

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity.

The ASU simplifies accounting for

convertible instruments by removing major separation models required under current GAAP.

Consequently, more convertible debt instruments

will be reported as a single liability instrument with no separate accounting for embedded conversion features.

The ASU removes certain

settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity

contracts to qualify for it.

The ASU simplifies the diluted net income per share calculation in certain areas.

The ASU is effective for

annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December

15, 2020, and interim periods within those fiscal years.

The Company is currently evaluating the impact that this new guidance will have

on its financial statements.

Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,

results of operations, cash flows or disclosures.

RELATED PARTY TRANSACTIONS

Party Convertible Notes Payable

of December 31, 2020 and 2019, the Company had the following related party convertible notes outstanding:

September 2019 $15,000 Note, 8% interest, due January 2020

Total Convertible Notes Payable, Net

Debt Discount

Company from time to time receives non-interest bearing advancers from its Chief Executive Officer that are due on demand.

the year ended December 31, 2019, the Company received $20,000 in advances and repaid $5,000 of these and had $15,000 outstanding

at September 24, 2019.

On September 24, 2019, these advances were converted into a convertible note at 8% interest which matures

year ended December 31, 2019, the Company received $ 20,000 in advances and repaid $ 5,000 of these and had $ 15,000 outstanding at September

On September 24, 2019, these advances were converted into a convertible note at 8 % interest which matures January 15, 2020 .

Interest on this note for the period ended December 31, 2019 amounted to $ 321 , and this amount is accrued at December 31, 2019.

Executive Officer received 150,000 warrants when the advances were converted into this convertible note payable.

The Company recognized

a discount on the convertible note of $ 3,721 as a result of the warrants which are being amortized over the life of the note through

January 15, 2020 .

Interest on this note for the period ended December 31, 2019 amounted to $321, and this amount is accrued at

December 31, 2019.

The Chief Executive Officer received 150,000 warrants when the advances were converted into this convertible

note payable.

The Company recognized a discount on the convertible note of $3,721 as a result of the warrants which are being

amortized over the life of the note through January 15, 2020.

The Company is in default of this note.

As a result of the default,

the interest rate charged was changed to 12.5% through conversion of this note in April 2020.

expense for the years ended December 31, 2020 and 2019 on the related party convertible notes payable amounted to $298 and $321,

respectively.

The Company was in default of this note.

As a result of the default, the interest rate charged was changed to 12.5 %

through conversion of this note in April 2020.

expense for the years ended December 31, 2021 and 2020 on the related party convertible notes payable amounted to $ 0 and $ 298 , respectively.

Party Notes Payable

of December 31, 2021 and 2020, the Company had the following related party notes outstanding:

SCHEDULE OF RELATED PARTY TRANSACTION

December 31, 2021

December 31, 2020

January 2019 $ 60,000 Note, 8 % interest, due January 2020

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Total Related Party Notes Payable, Net

January 24, 2019 the Company entered into a note payable with a trust related to one of the Company’s directors in the amount

January 24, 2019 the Company entered into a note payable with a trust related to one of the Company’s directors in the amount of

The note is for a one -year period which was to mature January 24, 2020 and bears interest at an annual rate of 8.00 %.

The Company is in default of this note.

March 27, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount of $ 48,000 .

The note is for a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8%.

The Company is in default

of this note.

On April 29, 2019 the Company entered into a note payable with a trust related to one of our directors in the amount

The Company is in default of this note.

On July 5, 2019 the Company entered into a note payable with a trust related

to one of our directors in the amount of $50,000.

The note is for a one-year period maturing July 5, 2020 and bears interest at

an annual rate of 8%.

The Company is in default of this note.

On November 25, 2019 the Company entered into a note payable with

a trust related to one of our directors in the amount of $50,000.

The note is for a one-year period maturing November 25, 2020

is for a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8 %.

On April 29, 2019 the Company entered into

a note payable with a trust related to one of our directors in the amount of $ 29,000 .

On July 5, 2019 the Company entered into a note

payable with a trust related to one of our directors in the amount of $ 50,000 .

The note is for a one-year period maturing July 5, 2020

and bears interest at an annual rate of 8 %.

The Company is in default of this note.

Interest expense for these notes for the years

ended December 31, 2020 and 2019 was $18,960 and $11,307, respectively and accrued interest at December 31, 2020 is $30,267.

Company borrowed $107,000 in the year ended December 31, 2020 from its CEO and repaid these amounts in full.

On November 25, 2019 the Company entered into a note payable with a trust related to one

of our directors in the amount of $ 50,000 .

The note is for a one-year period maturing November 25, 2020 and bears interest at an annual

Interest expense for these notes for the years ended December 31, 2021 and 2020 was $ 18,079 and $ 18,960 , respectively.

December 2021, the Company repaid $ 100,000 of these notes and converted the remaining balance of $ 137,000 plus accrued interest of $ 48,346

into 2,316,830 shares of common stock valued at $ 185,346 .

No balances remain as of December 31, 2021.

Company borrowed $ 15,000 in March 2020 from its CEO and repaid this amount in April 2020.

Party Payables

Company periodically receives advances for operating funds from related parties or has related parties make payments on the Company’s

As a result of these activities the Company had related party payables of $32,110 and $32,110 as of December 31, 2020

and 2019, respectively.

As a result of these activities the Company had related party payables of $ 0 and $ 32,110 as of December 31, 2021 and 2020, respectively.

In December 2021, the Company converted the $ 32,110 into 401,373 shares of common stock.

and Common Shares Issued to Officers and Directors

Company’s Chairman converted the Series B Convertible Preferred Shares into Series C Convertible Preferred Shares and as

of April 2020, the 385,302 shares that are issued in the Series C Convertible Preferred Stock are all to the Chairman.

Company’s Chairman converted the Series B Convertible Preferred Shares into Series C Convertible Preferred Shares and as of April

2020, the 385,302 shares that are issued in the Series C Convertible Preferred Stock are all to the Chairman.

April 2020, effective March 31, 2020, the Company converted the $ 15,000 convertible note payable along with $ 619 in accrued interest

1 unchanged sentence

This was part of the Regulation A+.

These shares were issued

on June 10, 2020 following the qualification of the Regulation A+.

These shares were issued on

June 10, 2020 following the qualification of the Regulation A+.

Company’s Chief Executive Officer exercised 2,500,000 stock options for $ 60,000 in December 2020.

In addition, in June 2021, the

Company’s Chief Executive Officer exercised 2,500,000 stock options for a value of $ 60,000 that was paid through the cancelation

of 375,000 common shares and 100,000 Series A Convertible Preferred shares.

The Chief Executive Officer in May 2021 rescinded 8,120,152

stock options and in June 2021 rescinded 16,000,000 stock options.

In September 2021, the Chief Executive Officer exercised 150,000 warrants

in a cashless exercise into 91,304 shares of common stock.

CONVERTIBLE NOTES PAYABLE

of December 31, 2021 and 2020, the Company had the following convertible notes outstanding.

All prior notes that have been converted

into common stock or repaid prior to December 31, 2020 have been excluded from the chart:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

July and August 2012 $ 1,060,000 Notes convertible into common stock at $ 4.60 per share, 12 % interest, due December 2013 and January 2014

May 2019 $60,000 Note convertible into common shares at $0.04 per share, 8% interest, due October 30, 2019

July 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

September 2019 $38,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

September 2019 $25,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

September 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

September 2019 $37,000 Note convertible into common shares at $0.04 per share, 8% interest, due January 15, 2020

December 2019 $50,000 Note convertible into common shares at $0.04 per share, 8% interest, due March 31, 2020

November 2020 $ 50,000 Note convertible into common shares at $ 0.04 , 6 % interest, due May 30, 2021

Penalties on notes in default

Total Convertible Notes Payable, Net

Debt Discount

expense for the years ended December 31, 2020 and 2019 on the convertible notes payable amounted to $21,394 and $16,563, respectively.

Company entered into a $50,000 convertible promissory note dated May 31, 2019, that was to mature October 30, 2019.

The convertible

promissory note bears interest at a rate of 8%, The convertible promissory note is convertible into shares of common stock at

a price of $0.032 per share.

Upon the closing of an equity financing pursuant to an effective registration statement with gross

proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”), the outstanding

principal amount of this convertible promissory note together with all accrued and unpaid interest shall be exchanged into such

securities as are issued in the Qualified Financing at a rate of 1.20.

Upon an exchange, the Payee shall be granted all rights

afforded to an investor in the Qualified Financing.

The $10,000 contingent exchange amount is classified as original issue discount

and will be amortized over the life of the convertible promissory note.

The convertible promissory noteholder received 625,000

warrants at an exercise price of $0.04 per share, that have a term of two years.

The warrants were valued at $12,592 and represent

a debt discount, which were amortized over the life of the convertible promissory note.

Company entered into $300,000 in convertible promissory notes in July and September 2019, that were to mature January 15, 2020.

The convertible promissory notes bear interest at a rate of 8%, The convertible promissory notes are convertible into shares of

common stock at a price of $0.04 per share.

Upon the closing of an equity financing pursuant to an effective registration statement

with gross proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”),

the outstanding principal amount of this convertible promissory notes together with all accrued and unpaid interest shall be exchanged

into such securities as are issued in the Qualified Financing at a rate of 1.20.

Upon an exchange, the Payee shall be granted

all rights afforded to an investor in the Qualified Financing.

The convertible promissory noteholders received 3,000,000 warrants

at an exercise price ranging between $0.06 and $0.08 per share (amended to $0.045 per share), that have a term of two years.

warrants were valued at $91,716 and represent a debt discount, which will be amortized over the life of the convertible promissory

In addition, the Company recognized a beneficial conversion feature discount to the notes of $59,957 that is being amortized

over the life of the notes.

to the conversion of these notes, the Company was in default of these notes.

As a result of the default, the interest rate charged

was changed to 12.5% up through the conversion of these notes.

Company entered into $50,000 in a convertible promissory note on December 31, 2019, that matures March 31, 2020.

The convertible

promissory notes bear interest at a rate of 8%, The convertible promissory note is convertible into shares of common stock at

a price of $0.04 per share.

Upon the closing of an equity financing pursuant to an effective registration statement with gross

proceeds to the Company totaling at least $250,000 exclusive of any exchanges (“Qualified Financing”), the outstanding

principal amount of this convertible promissory notes together with all accrued and unpaid interest shall be exchanged into such

securities as are issued in the Qualified Financing at a rate of 1.20.

Upon an exchange, the Payee shall be granted all rights

afforded to an investor in the Qualified Financing.

The convertible promissory noteholders received 625,000 warrants at an exercise

price of $0.06 per share (amended to $0.045 per share), that have a term of two years.

The warrants were valued at $14,299 and

represent a debt discount, which will be amortized over the life of the convertible promissory note.

This note was converted effective

March 31, 2020.

These shares were issued on June 10, 2020 following the qualification of the Regulation A+.

Company issued a convertible note in January 2020 in the amount of $100,000 to an accredited investor.

The note bears interest

at 8% per annum and was to mature March 31, 2020.

The Company granted 1,250,000 warrants with an exercise price of $0.06 per share

and a term of two years with this note and amended 1,312,500 previously issued warrants held by the investor to provide for a

$.06 exercise price and an expiration date of March 31, 2022, the note was converted in June 2020.

Company entered into a $ 50,000 convertible promissory note on November 30, 2020, that matures May 30, 2021 .

The convertible promissory

notes bear interest at a rate of 6%, The convertible promissory note is convertible into shares of common stock at a price of

$0.04 per share.

Upon the closing of an equity financing pursuant to an effective registration statement with gross proceeds to

the Company totaling at least $350,000 exclusive of any exchanges (“Qualified Financing”), the outstanding principal

amount of this convertible promissory notes together with all accrued and unpaid interest shall be exchanged into such securities

as are issued in the Qualified Financing at a rate of 1.20.

Upon an exchange, the Payee shall be granted all rights afforded to

an investor in the Qualified Financing.

The Company along with the noteholder agreed to exchange 1,867,500 warrants into

933,750 common shares.

notes bear interest at a rate of 6 %, The convertible promissory note is convertible into shares of common stock at a price of $ 0.04 per

Upon the closing of an equity financing pursuant to an effective registration statement with gross proceeds to the Company totaling

at least $ 350,000 exclusive of any exchanges (“Qualified Financing”), the outstanding principal amount of this convertible

promissory notes together with all accrued and unpaid interest shall be exchanged into such securities as are issued in the Qualified

Financing at a rate of 1.20 .

Upon an exchange, the Payee shall be granted all rights afforded to an investor in the Qualified Financing.

The Company along with the noteholder agreed to exchange 1,867,500 warrants into 933,750 common shares.

These shares were issued in December

The convertible note was converted into shares of common stock in January 2021.

of the remaining convertible notes were repaid in November 2021 along with the accrued interest.

expense for the years ended December 31, 2021 and 2020 on the convertible notes payable amounted to $ 7,296 and $ 21,394 , respectively.

of December 31, 2021, there remains no outstanding balances in the convertible notes payable.

PROMISSORY NOTES PAYABLE

of December 31, 2020 and 2019, the Company had the following promissory notes outstanding:

February 2019, two promissory notes for $50,000 each (total of $100,000), maturing August 2019, extended to February 2020, at 8.00% interest (originally) and now 15% interest and extended to August 20, 2020

Debt discount

Total Promissory Notes Payable, Net

Company issued two separate promissory notes on February 20, 2019 at $ 50,000 each (total of $ 100,000 ) that were to mature on August 20,

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shares of common stock.

The Company recorded the relative fair value of the warrants as a debt discount of $28,721 and

amortized the discount over the life of the note (6 months).

Amortization of debt discount for the year ended December 31, 2019

was $28,721 and is recorded as interest expense on the statement of operations for the year ended December 31, 2019.

August 20, 2019, the two noteholders agreed to extend these notes another six-months to February 20, 2020, then amended again

for six-months and the notes were to mature August 20, 2020.

In consideration for the extension, the note holders received 750,000

warrants (375,000 each) and the interest rate on the notes increased from 8% to 15% per annum.

The interest expense on these notes

for the years ended December 31, 2020 and 2019 amounted to $8,032 and $9,410.

The Company recorded the relative fair value of the warrants as a debt discount of $ 28,721 and amortized the

discount over the life of the note (6 months).

August 20, 2019, the two noteholders agreed to extend these notes another six-months to February 20, 2020, then amended again for six-months

and the notes were to mature August 20, 2020 .

In consideration for the extension, the note holders received 750,000 warrants ( 375,000

each) and the interest rate on the notes increased from 8 % to 15 % per annum.

interest expense on these notes for the years ended December 31, 2021 and 2020 amounted to $ 0 and $ 8,032 .

Company repaid $ 50,000 of these notes plus $ 13,442 in accrued interest in July 2020 and settled the remaining $ 50,000 into 1,851,852

shares of common stock effective July 14, 2020.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences

are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced

by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates

on the date of enactment.

deferred tax assets consist of the following components as of December 31, 2020 and 2019:

December 31, 2020

December 31, 2019

Deferred tax assets:

Net operating loss carryover

Interest expense

Related party accrual

Capital Loss Carryover

Deferred tax liabilities

Valuation allowance

Net deferred tax asset

income tax provision differs from the amount of income tax determined by applying the U.S.

Federal income tax rate to pretax income

from continuing operations for the years ended December 31, 2020 and 2019 due to the following:

December 31, 2020

December 31, 2019

Book income (loss)

Forgiveness of debt

Interest expense

Related party accrual

Stock for services

Options expense

Non-cash interest expense

Valuation allowance

Income tax expense

December 31, 2020, the Company had net operating loss carryforwards of approximately $28,960,300.

740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements.

Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination

based upon the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax

position to determine the amount to recognize in the financial statements.

At the adoption date of January 1, 2007, the Company

had no unrecognized tax benefit, which would affect the effective tax rate if recognized.

Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision

for income taxes.

As of December 31, 2020, the Company had no accrued interest or penalties related to uncertain tax positions.

Company files income tax returns in the U.S.

federal jurisdiction.

The Company is located in the state of Washington and Washington

state does not require the filing of income taxes.

With few exceptions, the Company is no longer subject to U.S.

federal, state

and local, or non-U.S.

income tax examinations by tax authorities for years before 2017.

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

the Company has 343,530,678 and 292,278,591 shares issued and outstanding, respectively.

March 28, 2019, the Company’s board of directors approved a reverse 1-for-8 stock split, and a decrease in the authorized

shares from 2,000,000,000 to 950,000,000.

March 28, 2019, the Company’s board of directors approved a reverse 1-for-8 stock split , and a decrease in the authorized shares

from 2,000,000,000 to 950,000,000 .

The reverse stock split went effective by FINRA on June 28, 2019.

of December 31, 2021 and 2020, the Company has 20,000,000 shares of Preferred stock authorized with a par value of $ 0.001 .

Company’s Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series,

fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of each series,

including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking fund provisions,

redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series

without further vote or action by the shareholders.

The issuance of preferred stock may have the effect of delaying, deferring

or preventing a change in control of management without further action by the shareholders and may adversely affect the voting

and other rights of the holders of common stock.

The issuance of preferred stock with voting and conversion rights may adversely

affect the voting power of the holders of common stock, including the loss of voting control to others.

October 8, 2018 the Company created out of the shares of Preferred Stock, par value $0.001 per share, of the Company, as authorized

in Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series

The Company’s

Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series, fix or alter the designations,

preferences, rights, qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend

rates, conversion rights, voting rights, term of redemption including sinking fund provisions, redemption price or prices, liquidation

preferences and the number of shares constituting any series or designations of such series without further vote or action by the shareholders.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of management without further

action by the shareholders and may adversely affect the voting and other rights of the holders of common stock.

The issuance of preferred

stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting

control to others.

October 8, 2018 the Company created out of the shares of Preferred Stock, par value $ 0.001 per share, of the Company, as authorized in

Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series

B Convertible Preferred Stock,” consisting of Five Million ( 5,000,000 ) shares.

March 27, 2019 the Company created out of the shares of Preferred Stock, par value $0.001 per share, of the Company, as authorized

in Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series

March 27, 2019 the Company created out of the shares of Preferred Stock, par value $ 0.001 per share, of the Company, as authorized in

Article IV of the Company’s Certificate of Incorporation, a series of Preferred Stock of the Company, to be named “Series

C Convertible Preferred Stock,” consisting of Five Million ( 5,000,000 ) shares.

A Convertible Preferred Stock (“Series A Convertible Preferred”)

June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 million shares

of our preferred stock as Series A Convertible Preferred.

June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 million shares of

our preferred stock as Series A Convertible Preferred.

Effective March 31, 2016, the Company amended the Certificate of Designations,

Preferences and Rights of Series A Convertible Preferred of the Registrant, increasing the maximum number of shares of Series

A Convertible Preferred from 2,500,000 shares to 5,000,000 shares.

The following summarizes the current rights and preferences

of the Series A Convertible Preferred:

Preferences and Rights of Series A Convertible Preferred of the Registrant, increasing the maximum number of shares of Series A Convertible

Preferred from 2,500,000 shares to 5,000,000 shares.

The following summarizes the current rights and preferences of the Series A Convertible

The Series A Convertible Preferred has a liquidation preference of $ 5.00 per share.

Shares of Series A Convertible Preferred do not have any separate dividend rights.

Subject to certain limitations set forth in the Series A Certificate of Designation, each share of Series A Convertible Preferred

is convertible, at the option of the holder, into that number of shares of common stock (the “ Series A Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series A Certificate

of Designation), currently $4.00.

the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds

to the Company totaling at least $5.0 million, all issued and outstanding shares of Series A Convertible Preferred at that time

will automatically convert into Series A Conversion Shares.

Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined

in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders

of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the

Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option,

will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share

of Series A Convertible Preferred equal to 100% of the Liquidation Preference.

Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common

stock, and have the equivalent of five (5) votes for every Series A Conversion Share issuable upon conversion of such holder’s

outstanding shares of Series A Convertible Preferred.

However, the Series A Conversion Shares, when issued, will have all the

same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible

Subject to certain limitations set forth in the Series A Certificate of Designation, each share of Series A Convertible Preferred is

convertible, at the option of the holder, into that number of shares of common stock (the “ Series A Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series A Certificate of Designation),

currently $ 4.00 .

the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the

Company totaling at least $ 5.0 million, all issued and outstanding shares of Series A Convertible Preferred at that time will automatically

convert into Series A Conversion Shares.

Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the

Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series

A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing

more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to

redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred

equal to 100 % of the Liquidation Preference .

Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common stock,

and have the equivalent of five (5) votes for every Series A Conversion Share issuable upon conversion of such holder’s outstanding

shares of Series A Convertible Preferred.

However, the Series A Conversion Shares, when issued, will have all the same voting rights

as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred.

Liquidation .

Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”),

the holders of Series A Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the

Company an amount equal to the liquidation preference of the Series A Convertible Preferred before any distribution or payment

shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts,

then the entire assets to be distributed to the holders of the Series A Convertible Preferred shall be ratably distributed among

the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were

paid in full.

the holders of Series A Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company

an amount equal to the liquidation preference of the Series A Convertible Preferred before any distribution or payment shall be made

to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire

assets to be distributed to the holders of the Series A Convertible Preferred shall be ratably distributed among the holders in accordance

with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Price and Share Adjustments .

2 unchanged sentences

payable in shares of common stock on shares of common stock or any other common stock equivalents;

(ii) subdivides outstanding

shares of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding

shares of common stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common

stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.

or Reorganization .

If the Company is involved in any reorganization, recapitalization, reclassification, consolidation or

merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of

Series A Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the

number of shares of common stock issuable upon conversion of one share of Series A Convertible Preferred prior to any such

merger or reorganization would have been entitled to receive pursuant to such transaction.

(ii) subdivides outstanding shares

of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding shares of common

stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of

capital stock of the Company, then the conversion price shall be adjusted accordingly.

Merger or Reorganization .

If the Company is involved in any reorganization, recapitalization, reclassification, consolidation

or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series A

Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number of shares of

common stock issuable upon conversion of one share of Series A Convertible Preferred prior to any such merger or reorganization would

have been entitled to receive pursuant to such transaction.

June 2021, 100,000 shares of Series A Convertible Preferred were canceled as partial payment for the exercise of stock options by the

Chief Executive Officer.

B Convertible Preferred Stock (“Series B Convertible Preferred”)

October 2018, the Series B Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million

shares of our preferred stock as Series B Convertible Preferred.

The following summarizes the current rights and preferences of

the Series B Convertible Preferred:

October 2018, the Series B Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares

of our preferred stock as Series B Convertible Preferred.

The following summarizes the current rights and preferences of the Series B

Convertible Preferred:

The Series B Convertible Preferred has a liquidation preference of $ 1.00 per share.

Shares of Series B Convertible Preferred do not have any separate dividend rights.

Subject to certain limitations set forth in the Series B Certificate of Designation, each share of Series B Convertible Preferred

is convertible, at the option of the holder, into that number of shares of common stock (the “ Series B Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series B Certificate

of Designation), currently $0.08.

Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined

in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders

of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the

Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option,

will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share

of Series B Convertible Preferred equal to 100% of the Liquidation Preference.

Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common

stock, and have the equivalent of two (2) votes for every Series B Conversion Share issuable upon conversion of such holder’s

outstanding shares of Series B Convertible Preferred.

However, the Series B Conversion Shares, when issued, will have all the

same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible

Subject to certain limitations set forth in the Series B Certificate of Designation, each share of Series B Convertible Preferred is

convertible, at the option of the holder, into that number of shares of common stock (the “ Series B Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series B Certificate of Designation),

currently $ 0.08 .

Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the

Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series

B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing

more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to

redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred

equal to 100 % of the Liquidation Preference .

Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common stock,

and have the equivalent of two (2) votes for every Series B Conversion Share issuable upon conversion of such holder’s outstanding

shares of Series B Convertible Preferred.

However, the Series B Conversion Shares, when issued, will have all the same voting rights

as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred.

Liquidation .

Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”),

the holders of Series B Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the

Company an amount equal to the liquidation preference of the Series B Convertible Preferred before any distribution or payment

shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts,

then the entire assets to be distributed to the holders of the Series B Convertible Preferred shall be ratably distributed among

the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were

paid in full.

the holders of Series B Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company

an amount equal to the liquidation preference of the Series B Convertible Preferred before any distribution or payment shall be made

to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire

assets to be distributed to the holders of the Series B Convertible Preferred shall be ratably distributed among the holders in accordance

with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Price and Share Adjustments .

2 unchanged sentences

payable in shares of common stock on shares of common stock or any other common stock equivalents;

(ii) subdivides outstanding

shares of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding

shares of common stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common

stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.

(ii) subdivides outstanding shares

of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding shares of common

stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of

capital stock of the Company, then the conversion price shall be adjusted accordingly.

Merger or Reorganization .

If the Company is involved in any reorganization, recapitalization, reclassification, consolidation

or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series

B Convertible Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the

number of shares of common stock issuable upon conversion of one share of Series B Convertible Preferred prior to any such merger

or reorganization would have been entitled to receive pursuant to such transaction.

or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series B

Convertible Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number

of shares of common stock issuable upon conversion of one share of Series B Convertible Preferred prior to any such merger or reorganization

would have been entitled to receive pursuant to such transaction.

December 2021, 236,290 Series B Convertible Preferred shares were converted into 2,953,625 shares of common stock.

C Convertible Preferred Stock (“Series C Convertible Preferred”)

March 2019, the Series C Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares

of our preferred stock as Series C Convertible Preferred.

The following summarizes the current rights and preferences of the Series

C Convertible Preferred:

March 2019, the Series C Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares of

our preferred stock as Series C Convertible Preferred.

The following summarizes the current rights and preferences of the Series C Convertible

The Series C Convertible Preferred has a liquidation preference of $ 1.00 per share.

Shares of Series C Convertible Preferred do not have any separate dividend rights.

Subject to certain limitations set forth in the Series C Certificate of Designation, each share of Series C Convertible Preferred

is convertible, at the option of the holder, into that number of shares of common stock (the “ Series C Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series C Certificate

of Designation), currently $0.08.

Subject to certain limitations set forth in the Series C Certificate of Designation, each share of Series C Convertible Preferred is

convertible, at the option of the holder, into that number of shares of common stock (the “ Series C Conversion Shares ”)

equal to the liquidation preference thereof, divided by Conversion Price (as such term is defined in the Series C Certificate of Designation),

currently $ 0.08 .

Series C Convertible Preferred will only be convertible at any time after the date that the Company shall have amended its Certificate

of Incorporation to increase the number of shares of common stock authorized for issuance thereunder or effect a reverse stock

split of the outstanding shares of common stock by a sufficient amount to permit the conversion of all Series C Convertible Preferred

into shares of common stock (“ Authorized Share Approval ”) (such date, the “ Initial Convertibility

Date ”), each share of Series C Convertible Preferred shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock on the terms and conditions set forth in the Series C Certificate of Designation under the definition “ Conversion

Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined

in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders

of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the

Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option,

will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share

of Series C Convertible Preferred equal to 100% of the Liquidation Preference.

Holders of Series C Convertible Preferred are entitled to vote on all matters, together with the holders of common

stock, and have the equivalent of thirty-two (32) votes for every Series C Conversion Share issuable upon conversion of such holder’s

of Incorporation to increase the number of shares of common stock authorized for issuance thereunder or effect a reverse stock split

of the outstanding shares of common stock by a sufficient amount to permit the conversion of all Series C Convertible Preferred into

shares of common stock (“ Authorized Share Approval ”) (such date, the “ Initial Convertibility Date ”),

each share of Series C Convertible Preferred shall be convertible into validly issued, fully paid and non-assessable shares of Common

Stock on the terms and conditions set forth in the Series C Certificate of Designation under the definition “ Conversion Rights ”.

Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the

Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series

C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing

more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to

redeem all or a portion of the outstanding Series C Convertible Preferred in cash at a price per share of Series C Convertible Preferred

equal to 100 % of the Liquidation Preference .

Holders of Series C Convertible Preferred are entitled to vote on all matters, together with the holders of common stock,

and have the equivalent of thirty-two (32) votes for every Series C Conversion Share issuable upon conversion of such holder’s

outstanding shares of Series C Convertible Preferred.

However, the Series C Conversion Shares, when issued, will have all the

same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series C Convertible

However, the Series C Conversion Shares, when issued, will have all the same voting

rights as other issued and outstanding common stock of the Company, and none of the rights of the Series C Convertible Preferred.

Liquidation .

Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”),

the holders of Series C Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the

Company an amount equal to the liquidation preference of the Series C Convertible Preferred before any distribution or payment

shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts,

then the entire assets to be distributed to the holders of the Series C Convertible Preferred shall be ratably distributed among

the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were

paid in full.

the holders of Series C Convertible Preferred shall be entitled to receive out of the assets, whether capital or surplus, of the Company

an amount equal to the liquidation preference of the Series C Convertible Preferred before any distribution or payment shall be made

to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire

assets to be distributed to the holders of the Series C Convertible Preferred shall be ratably distributed among the holders in accordance

with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Price and Share Adjustments .

2 unchanged sentences

payable in shares of common stock on shares of common stock or any other common stock equivalents;

(ii) subdivides outstanding

shares of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding

shares of common stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common

stock, any shares of capital stock of the Company, then the conversion price shall be adjusted accordingly.

(ii) subdivides outstanding shares

of common stock into a larger number of shares;

(iii) combines (including by way of a reverse stock split) outstanding shares of common

stock into a smaller number of shares;

or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of

capital stock of the Company, then the conversion price shall be adjusted accordingly.

Merger or Reorganization .

If the Company is involved in any reorganization, recapitalization, reclassification, consolidation

or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series

C Convertible Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the

number of shares of common stock issuable upon conversion of one share of Series C Convertible Preferred prior to any such merger

or reorganization would have been entitled to receive pursuant to such transaction.

or merger in which the Common Stock is converted into or exchanged for securities, cash or other property than each share of Series C

Convertible Preferred shall be convertible into the kind and amount of securities, cash or other property that a holder of the number

of shares of common stock issuable upon conversion of one share of Series C Convertible Preferred prior to any such merger or reorganization

would have been entitled to receive pursuant to such transaction.

and Preferred Stock Issuances - 2021

January 2021, the Company issued 384,445 shares of common stock in a settlement of accounts payable valued at $ 50,000 .

In May 2021, the

Company issued 519,480 shares of common stock in a settlement of accounts payable valued at $ 40,000 .

January 2021, the Company issued 1,259,250 shares of common stock in conversion of a note payable and accrued interest totaling $ 50,370 .

The conversion resulted in a loss on conversion of $ 176,295 that is reflected in the Condensed Statement of Operations for the nine months

ended September 30, 2021.

March 2021, the Company issued 22,500,000 shares of common stock along with 11,237,500 warrants under the Regulation A+ for cash proceeds

of $ 1,800,000 for the common stock and the warrants were purchased for $ 11,238 .

January 8, 2021 and January 29, 2021, the Company issued 3,870,428 shares of common stock in the cashless exercise of 5,430,000 warrants.

June 28, 2021, the Company issued 2,500,000 shares of common stock for the exercise of 2,500,000 stock options to the Chief Executive

In this transaction, the Company canceled 375,000 shares of common stock as partial payment for the exercise of the stock options.

June 2021, the Company issued 12,000,000 shares of common stock for vested RSUs with a fair value of $ 1,080,000 .

July 9 through September 24, 2021, the Company issued 838,195 shares of common stock in the cashless exercise of 1,800,000 warrants.

October 2021, the Company issued 2,005,693 shares of common stock in the cashless exercise of 3,500,000 warrants.

November 2021, the Company issued 77,768 shares of common stock for services valued at $ 3,756 .

December 2021, the Company issued 401,373 shares of common stock in conversion of accounts payable to a related party in the amount of

issued 2,316,830 shares of common stock in conversion of related party note payables and accrued interest valued at $ 185,346 ;

and issued 2,953,625 shares of common stock in conversion of 236,290 Series B Convertible Preferred stock.

and Preferred Stock Issuances - 2020

Company in January 2020 paid $ 50,000 to redeem 100,000 shares of Series B Convertible Preferred Stock.

The redemption price was

agreed to by the investor.

The redemption price was agreed

to by the investor.

January 2020, the Company converted 435,990 shares of Series C Convertible Preferred stock into 5,449,875 shares of common stock.

March through June 2020, the Company entered into agreements to issue 18,440,000 shares of common stock conditioned upon the qualification

of the offer and sale of such shares under Regulation A+ for $497,880.

Additionally, the Company agreed to issue 9,220,000 warrants

with a term of two years and an exercise price of $.045 for a purchase price of $8,143.

These shares were issued in June 2020

and July 2020 following the qualification of the Regulation A+.

March through June 2020, certain holders of convertible promissory notes entered into agreements to exchange certain notes totaling

$651,044, including $525,000 in principal amount, $27,536 in accrued interest and an exchange premium as provided for in the note

agreements of $98,508 into 21,770,668 shares of common stock effective upon the qualification of the offer and sale of such shares

under Regulation A+.

In connection with the holder’s agreement to enter into the exchange, the Company issued 2,200,000

warrants with a two-year term and an exercise price of $0.045 per share and amend 4,400,000 previously issued warrants to provide

for a $.045 exercise price and an expiration date of March 31, 2022.

March 2020, the Company entered into agreements to issue 4,640,000 shares of common stock conditioned upon the qualification of the offer

and sale of such shares under Regulation A+ for $ 125,280 .

Additionally, the Company agreed to issue 2,320,000 warrants with a term of

two years and an exercise price of $ .045 for a purchase price of $ 1,243 .

These shares were issued on June 10, 2020 following the qualification

of the Regulation A+.

the three months ended September 30, 2020, the Company issued 1,851,852 shares of common stock to settle $50,000 in promissory

November 30 and December 2, 2020, the Company issued 42,177,778 shares of common stock along with 19,200,000 warrants under the

Regulation A+ for cash proceeds of $1,138,800 for the common stock and the warrants were purchased for $19,200.

November 30, 2020, the Company issued 933,750 shares of common stock in exchange for 1,867,500 warrants in accordance with a convertible

promissory note.

December 2, 2020, holders of Series A Preferred stock redeemed 381,635 shares of Series A Preferred stock for $13,650.

canceled these certificates simultaneous to the redemption.

December 3, 2020, a Series B Preferred holder converted 276,592 Series B shares into 3,457,400 common shares, and on December

29, 2020 this Series B Preferred holder converted 300,000 Series B shares into 3,750,000 common shares.

December 10, 2020, the Chief Executive Officer exercised 2,500,000 stock options into common shares valued at $60,000.

December 14, 2020 and December 28, 2020, the Company issued 4,759,435 shares of common stock in the cashless exercise of 6,860,000

and Preferred Stock Issuances - 2019

January 2019, the Company received $100,000 in gross proceeds resulting from the issuance to accredited investors of 1,250,000

shares of common stock, 100,000 shares of Series B Convertible Preferred and warrants to purchase 1,250,000 shares of common stock.

Company issued 18,390,225 shares of common stock in consideration for the conversion of 1,471,218 shares of Series B Convertible

Company issued 821,292 shares of Series C Convertible Preferred in exchange for 821,292 shares of Series B Convertible Preferred.

Company issued 1,062,500 shares of common stock in a settlement of accounts payable valued at $43,900.

This includes 500,000 shares

to the Company’s former CEO in settlement of that litigation (see Note 9).

Company issued 312,500 shares of common stock for services rendered in connection with the raising of debt instruments valued

Company issued 385.000 shares of common stock in conversion of vested restricted stock units.

of the Regulation A+ and are reflected as shares to be issued as of March 31, 2020.

March 2020, certain holders of convertible promissory notes entered into agreements to exchange certain notes totaling $ 526,113 , including

$ 425,000 in principal amount, $ 23,430 in accrued interest and an exchange premium as provided for in the note agreements of $ 77,683 into

19,485,668 shares of common stock effective upon the qualification of the offer and sale of such shares under Regulation A+.

In connection

with the holder’s agreement to enter into the exchange, the Company intends to issue 2,200,000 warrants with a two-year term and

an exercise price of $ 0.045 per share and amend 4,400,000 previously issued warrants to provide for a $ .045 exercise price and an expiration

date of March 31, 2022 .

These shares were issued on June 10, 2020 following the qualification of the Regulation A+ and are reflected

as shares to be issued as of March 31, 2020.

COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS

Stock Options

1 unchanged sentence

based on their estimated grant-date fair value.

The Company has estimated expected forfeitures and is recognizing compensation

expense only for those awards expected to vest.

The Company has estimated expected forfeitures and is recognizing compensation expense

only for those awards expected to vest.

All compensation is recognized by the time the award vests.

following schedule summarizes the changes in the Company’s stock options:

SCHEDULE OF CHANGES IN STOCK OPTION

Options Outstanding

3 unchanged sentences

Options exercised

( 2,500,000 )

Options expired

( 3,139,119 )

Balance at December 31, 2020

2 unchanged sentences

Options exercised

Options expired

( 2,500,000 )

Options expired/canceled

( 24,132,652 )

Balance at December 31, 2021

2 unchanged sentences

$ 0.024 - 0.04

June 2019, the Company issued 382,500 stock options to consultants that vest through June 30, 2020.

The grant date of these options

was June 17, 2019, the date of board approval.

On June 21, 2019, 46,250 stock options expired that were issued June 21, 2016.

There was $6,529 expensed in 2019 and $2,176 remaining to be expensed through June 30, 2020 for these options.

Company has granted 21,000,000 stock options under the Company’s 2015 Omnibus Securities and Incentive Plan to Dr.

The granting of the stock options occurs 10 days after the approval of the Company’s recent 1 for 8 reverse stock split

that occurred on June 28, 2018.

The vesting of the options are as follows:

(i) 50% vested in equal amounts at the end of each

of the two successive calendar quarters (25% for each of the quarters September 30, 2019, and December 31, 2019);

(ii) 25% upon

the Company filing a patent (completed on July 1, 2019);

and (iii) 25% upon the first commercial sale of IsoPet ®

The first commercial sale occurred in July 2019.

The value of these options in the aggregate is $585,144.

September 2019, the Company granted 1,000,000 stock options in a settlement agreement for past due legal fees.

The options have

a ten-year life and vest immediately.

These options were valued at $33,829 which offset accounts payable.

The Company recognized

a gain of $34,106 on this transaction which is included in the net (gain) loss on debt extinguishment in the statement of operations

for the year ended December 31, 2019.

September 2019, the Company granted 500,000 stock options to a consultant for services rendered.

The options have a ten-year life

and vest immediately.

These options were valued at $16,915.

December 2019, the Company granted 370,309 stock options to consultants for accounts payable.

The options have a ten-year life

and vest immediately.

These options were valued at $14,812.

December 10, 2020, the Chief Executive Officer exercised 2,500,000 stock options into common shares valued at $60,000.

the years ending December 31, 2020 and 2019, the Company recognized $2,176 and $608,588, respectively, worth of stock based compensation

related to the vesting of it stock options.

the year ended December 31, 2021, the Company’s CEO exercised 2,500,000 stock options, and rescinded 24,120,152 , stock options.

In addition, 12,500 options expired.

the year ended December 31, 2021 and 2020, the Company recognized $ 0 and $ 2,176 , respectively, worth of stock based compensation related

to the vesting of it stock options.

Stock Warrants

following schedule summarizes the changes in the Company’s common stock warrants:

at December 31, 2018

expired/cancelled

at December 31, 2019

exercised/exchanged

expired/cancelled

at December 31, 2020

following schedule summarizes the changes in the Company’s stock warrants:

SCHEDULE OF CHANGES IN STOCK WARRANTS

Warrants Outstanding

Number Of Shares

Exercise Price Per Share

Average Remaining Contractual Life

Aggregate Intrinsic Value

Average Exercise Price Per Share

Balance at December 31, 2019

$ 0.08 - 80.00

Warrants granted

$ 0.045 - 0.06

Warrants exercised

( 8,727,500 )

Warrants expired/cancelled

( 22,364,972 )

Balance at December 31, 2020

$ 0.04 - 80.00

Warrants granted

Warrants exercised

( 10,730,000 )

Warrants expired/cancelled

Balance at December 31, 2021

$ 0.04 - 0.10

Exercisable at December 31, 2021

$ 0.04 - 0.10

to these inputs could produce a significantly higher or lower fair value measurement.

The fair value of each option/warrant is

estimated using the Black-Scholes valuation model.

The following assumptions were used for the years ended December 31, 2020 and

The fair value of each option/warrant is estimated

using the Black-Scholes valuation model.

The following assumptions were used for the periods as follows:

SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT

December 31, 2021

December 31, 2020

Expected term

2 unchanged sentences

Risk-free interest rate

the year ended December 31, 2019, the Company granted 1,250,000 warrants in the issuance of common and preferred shares issued

for cash to accredited investors, 5,650,000 warrants in the issuance of promissory notes (recorded as a debt discount valued at

$151,048), 750,000 warrants for the extension of promissory notes, recorded as interest expense valued at $25,656, 500,000 warrants

for settlement of accounts payable valued at $18,500 (see Note 9) and 84,375 warrants issued for consulting services valued at

0.20 - 0.58 %

Company issued a convertible note in the amount of $ 100,000 to an accredited investor.

The note bears interest at 8% per annum

and matures March 31, 2020.

The Company granted 1,250,000 warrants with an exercise price of $0.06 per share and a term of two

years with this note and amended 1,312,500 previously issued warrants held by the investor to provide for a $.06 exercise price

and an expiration date of March 31, 2022.

The note bears interest at 8 % per annum and matures

June 30, 2020 .

The Company granted 1,250,000 warrants with an exercise price of $ 0.06 per share and a term of two years with this note

and amended 1,312,500 previously issued warrants held by the investor to provide for a $ .06 exercise price and an expiration date of

March 31, 2022 .

This issuance resulted in a debt discount of $ 28,482 .

1 unchanged sentence

of the offer and sale of such shares under Regulation A+ for $ 497,880 .

Additionally, the Company agreed to issue 9,220,000 warrants

with a term of two years and an exercise price of $.045 for a purchase price of $8,143.

These shares were issued in June 2020

and July 2020 following the qualification of the Regulation A+.

Additionally, the Company agreed to issue 9,220,000 warrants with

a term of two years and an exercise price of $ .045 for a purchase price of $ 8,143 .

These shares were issued in June 2020 and July 2020

following the qualification of the Regulation A+.

March through June 2020, certain holders of convertible promissory notes entered into agreements to exchange certain notes totaling $ 651,044 ,

$651,044, including $525,000 in principal amount, $27,536 in accrued interest and an exchange premium as provided for in the note

agreements of $98,508 into 21,770,668 shares of common stock effective upon the qualification of the offer and sale of such shares

under Regulation A+.

In connection with the holder’s agreement to enter into the exchange, the Company issued 2,200,000

warrants with a two-year term and an exercise price of $0.045 per share and amend 4,400,000 previously issued warrants to provide

for a $.045 exercise price and an expiration date of March 31, 2022.

These shares were issued on June 10, 2020 following the qualification

of the Regulation A+.

The issuance of the warrants resulted in $77,883 in additional warrant expense.

including $ 525,000 in principal amount, $ 27,536 in accrued interest and an exchange premium as provided for in the note agreements of

$ 98,508 into 21,770,668 shares of common stock effective upon the qualification of the offer and sale of such shares under Regulation

In connection with the holder’s agreement to enter into the exchange, the Company issued 2,200,000 warrants with a two-year

term and an exercise price of $ 0.045 per share and amend 4,400,000 previously issued warrants to provide for a $ .045 exercise price and

an expiration date of March 31, 2022 .

These shares were issued on June 10, 2020 following the qualification of the Regulation A+.

issuance of the warrants resulted in $ 77,883 in additional warrant expense.

November 30, 2020 and December 2, 2020 the Company sold 19,200,000 warrants for $ 19,200 .

These warrants have a two-year term and

have an exercise price of $0.06 per share.

November 30, 2020, the Company exchanged 1,867,500 warrants into 933,750 shares of common stock, and between December 14, 2020

and December 28, 2020, there were cashless exercises of 6,860,000 warrants into 4,759,435 shares of common stock.

These warrants have a two-year term and have

an exercise price of $ 0.06 per share.

November 30, 2020, the Company exchanged 1,867,500 warrants into 933,750 shares of common stock, and between December 14, 2020 and December

28, 2020, there were cashless exercises of 6,860,000 warrants into 4,759,435 shares of common stock.

the Company’s quarter ended December 31, 2020, 22,364,972 warrants expired.

January 8, 2021 and January 29, 2021, the Company issued 3,870,428 shares of common stock in the cashless exercise of 5,430,000 warrants.

March 2021 the Company sold 11,237,500 warrants for $ 11,238 .

These warrants have a two-year term and have an exercise price of $ 0.10

July 9 through September 24, 2021, the Company issued 838,195 shares of common stock in the cashless exercise of 1,800,000 warrants.

October 2021, the Company issued 2,005,693 shares of common stock in the cashless exercise of 3,500,000 warrants.

following schedule summarizes the changes in the Company’s restricted stock units:

Balance at December 31, 2018

RSU’s granted

RSU’s vested

RSU’s forfeited

Balance at December 31, 2019

RSU’s granted

RSU’s vested

RSU’s forfeited

SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS

Balance at December 31, 2020 and 2019

RSU’s granted

( 17,700,000 )

RSU’s forfeited

Balance at December 31, 2021

the years ended December 31, 2020 and 2019, the Company recognized $0 and $0 worth of expense related to the vesting of its RSU’s,

respectively.

As of December 31, 2020, the Company had $155,400 worth of expense yet to be recognized for RSU’s not yet

LEGAL MATTERS

Company may, from time to time, be involved in various legal proceedings incidental to the conduct of our business.

Historically,

the outcome of all such legal proceedings has not, in the aggregate, had a material adverse effect on our business, financial

condition, results of operations or liquidity.

Other than as set forth below, there are no additional material pending or threatened

legal proceedings at this time.

January 28, 2019, James Katzaroff, (“ Plaintiff ”) the Company’s former Chief Executive Officer filed a

lawsuit in the Superior Court in the State of Washington in and for the County of Benton against the Company and its current and

former directors, alleging a default of the Separation Agreement and General Release (“ Release ”) that the Company

entered into with Plaintiff on July 21, 2017 (the “ Complaint ”).

The Company has made required payments under

November 25, 2019, the Company and its current and former directors entered into a Settlement Agreement with the Plaintiff.

the terms of the Settlement Agreement, the Company has agreed to issue 500,000 shares of common stock and 500,000 warrants to

the Plaintiff, make an initial payment of $33,503 by December 4, 2019 and beginning on December 16, 2019, the Company will make

payments of $10,000 per month for 10 months in full satisfaction of the Separation Agreement and General Release originally entered

into on July 21, 2017.

The Company has paid this liability in full as of September 11, 2020.

the year ended December 31, 2021 and 2020, the Company recognized $ 1,614,000 and $ 0 worth of expense related to the vesting of its RSU’s.

As of December 31, 2021, the Company had $ 2,405,400 worth of expense yet to be recognized for RSU’s not yet vested.

May 3, 2021, the Company has granted 12,000,000 RSUs to a consultant that vest on the grant date, and 700,000 RSUs to consultants that

vest on the grant date.

The Company has issued 12,000,000 common shares to the one consultant in June 2021.

May 3, 2021, as part of an Employment Agreement with the CEO, the Company granted 30,000,000 RSUs to the CEO.

Of the 30,000,000 RSUs,

15,000,000 of them vest as follows:

5,000,000 on the grant date, 5,000,000 on the first anniversary and 5,000,000 on the second anniversary.

The remaining 15,000,000 RSUs vest as performance-based grants, with the Board of Directors determining the criteria of each 5,000,000

RUSs at the nine-month anniversary, eighteen-month anniversary and twenty-seven month anniversary intervals.

The Board of Directors has

90 days from May 3, 2021 to determine the performance criteria.

June 4, 2019, the Company entered into an Executive Employment Agreement (“Employment Agreement”) with Dr.

Korenko, the Company’s Chief Executive Officer.

The employment term under the Employment Agreement commenced with an

effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement

is extended, unless terminated earlier as set forth in the Employment Agreement.

The Company on December 31, 2020 extended this

agreement through December 31, 2021.

the Company’s Chief Executive Officer.

The employment term under the Employment Agreement commenced with an effective date of June

11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated

earlier as set forth in the Employment Agreement.

The Company on December 31, 2020 extended this agreement through December 31, 2021

while renegotiating terms of a new Employment Agreement.

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms

of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023.

the terms of the Employment Agreement, the Company shall pay to Dr.

Korenko a base compensation of $ 225,000 .

Additionally,

in December 2020, Dr.

Korenko satisfied the conditions to have his deferred compensation as discussed in the Employment Agreement

CONCENTRATIONS OF CREDIT AND OTHER RISKS

Company had one customer that represented 100% of the Company’s total revenues for the years ended December 31, 2020 and

The customer that represented 100% of the Company’s total revenue as of December 31, 2020 and 2019 had no net accounts

receivable balances.

loss of a significant customer representing the percentage of total revenue would have a temporary adverse effect on the Company’s

revenue, which would continue until the Company located new customers to replace them.

Company routinely assesses the financial strength of its customers and provides an allowance for doubtful accounts as necessary.

As of December 31, 2020 and 2019, the Company had no allowance or bad debt expense recorded.

of the products the Company might market and components thereof are currently available only from a limited number of suppliers

including the source for the main component in the Company’s products, Y-90 which is only derived from one source.

to obtain deliveries from this source could have a material adverse effect on the Company’s ability to operate.

In addition, there is a

discretionary bonus to be earned in the amount of $ 7,500 per quarter upon the satisfaction of conditions to be determined by the Board

of Directors of the Company.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences

are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a

valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets

will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of

deferred tax assets consist of the following components as of December 31, 2021 and 2020:

SCHEDULE OF NET DEFERRED TAX ASSETS

December 31, 2021

December 31, 2020

Deferred tax assets:

Net operating loss carryover

Interest expense

Related party accrual

Capital Loss Carryover

Deferred tax liabilities

Valuation allowance

( 6,283,400 )

( 6,089,800 )

Net deferred tax asset

income tax provision differs from the amount of income tax determined by applying the U.S.

Federal income tax rate to pretax income from

continuing operations for the years ended December 31, 2021 and 2020 due to the following:

SCHEDULE OF FEDERAL INCOME TAX RATE

December 31, 2021

December 31, 2020

Book income (loss)

$ ( 530,800 )

$ ( 201,000 )

Forgiveness of debt

Interest expense

Related party accrual

Stock for services

Options expense

Other non-deductible expenses

Valuation allowance

Income tax expense

December 31, 2021, the Company had net operating loss carryforwards of approximately $ 29,919,800 .

740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements.

requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon

the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine

the amount to recognize in the financial statements.

At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit,

which would affect the effective tax rate if recognized.

Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision

for income taxes.

As of December 31, 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

Company files income tax returns in the U.S.

federal jurisdiction.

The Company is located in the state of Washington and Washington state

does not require the filing of income taxes.

With few exceptions, the Company is no longer subject to U.S.

federal, state and local,

income tax examinations by tax authorities for years before 2017.

SUBSEQUENT EVENTS

January 2021, the Company issued 1,259,250 shares of common stock in conversion of a convertible note payable of $50,000 and accrued

interest of $370.

This conversion resulted in a loss on conversion of $176,295.

January 2021, the Company issued 3,423,968 shares of common stock in the cashless exercise of 4,875,000 warrants.

In March 2021, the Company received $1,360,000

as part of their amended Regulation A+ at $0.08 (17,000,000 shares), along with the sale of 8,487,500 two-year warrants at a strike

price of $0.10 per share for $8,238.

Company in January 2022 settled $ 60,961 of accounts payable and recognized forgiveness of debt of $ 43,961 on these settlements.

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

What changed 10-K

Item 9A. Controls and Procedures