What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-30 compared with 2022-11-30 · 94 added, 94 removed, 216 unchanged (47% of the section changed)

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Note Regarding Forward Looking Statements

This report contains forward-looking statements that

reflect our current views about future events.

This report contains forward-looking statements

that reflect our current views about future events.

We use the words “ anticipate ,” “ assume ,” “ believe ,”

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expressed or implied by these forward-looking statements.

We are a medical robotics company developing a fully

autonomous medical robotic system using proprietary software which integrates Artificial Intelligence (“ AI ”) and Deep

Learning, or machine learning, (“ DL ”).

By using an AI and DL enhanced software program, we are creating an intelligent

robotic system that we believe can “ robotize ” a wide range of medical procedures currently being performed by human

We are concentrating our research and development efforts to meet rising expectations of patients and practitioners alike for the

precision, safety and speed offered by an AI enhanced robotics platform system that can be combined with proven medical devices, end-effectors

and surgical instruments.

We are a medical robotics company developing a

fully autonomous medical robotic system using proprietary software which integrates Artificial Intelligence (“ AI ”)

and Deep Learning, or machine learning, (“ DL ”).

By using an AI and DL enhanced software program, we are creating an

intelligent robotic system that we believe can “ robotize ” a wide range of medical procedures currently being performed

by human hands.

We are concentrating our research and development efforts to meet rising expectations of patients and practitioners alike

for the precision, safety and speed offered by an AI enhanced robotics platform system that can be combined with proven medical devices,

end-effectors and surgical instruments.

We believe that progress in mechanical and software

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provide improved quality and safety as well as improve patient throughput and workflow.

Our autonomous medical robotics system is being developed

to be compatible with available FDA approved surgical tools and end-effectors, enabling us to initially penetrate a sizable and fast-growing

aesthetics market, which includes micro-needling and laser solutions.

Our robotics system will allow doctors, and anyone permitted to

treat patients, defined at the State level, such as a licensed aesthetician, to treat damaged skin autonomously by delivering, for example,

micro-needling to the skin.

The micro-needling catalyzes the natural process of collagen remodeling, consisting of formation of new collagen,

elastin, and vascularization in the papillary dermis, similar to the effect of laser treatments.

We expect our robotic system to eliminate many of

the common errors that occur during handheld procedures, such as over- or under- exposure of the needles or energy-based instruments that

can have terrible cosmetic results and even injure the patient.

In addition, our system is being designed to continuously adjust treatment

parameters, such as penetration depth, time, and energy in order to individualize the outcome based on our algorithms.

Our autonomous medical robotics system is being

developed to be compatible with available FDA approved surgical tools and end-effectors, enabling us to initially penetrate a sizable

and fast-growing aesthetics market, which includes micro-needling and laser solutions.

Our robotics system will allow doctors, and anyone

permitted to treat patients, defined at the State level, such as a licensed aesthetician, to treat damaged skin autonomously by delivering,

for example, micro-needling to the skin.

The micro-needling catalyzes the natural process of collagen remodeling, consisting of formation

of new collagen, elastin, and vascularization in the papillary dermis, similar to the effect of laser treatments.

We expect our robotic system to eliminate many

of the common errors that occur during handheld procedures, such as over- or under- exposure of the needles or energy-based instruments

that can have terrible cosmetic results and even injure the patient.

In addition, our system is being designed to continuously adjust

treatment parameters, such as penetration depth, time, and energy in order to individualize the outcome based on our algorithms.

Our robotic system has been designed and developed

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practitioners alike.

Advantages of using our medical robotic approach to

procedures include:

Advantages of using our medical robotic approach

to procedures include:

Reduced cost per treatment.

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aesthetics market thereby avoiding medical insurance reimbursement issues.

Our medical robotic system utilizes a robotic arm

that has 7-degrees of freedom integrated with our proprietary AI-driven control software and algorithms.

Our medical robotic system utilizes a robotic

arm that has 7-degrees of freedom integrated with our proprietary AI-driven control software and algorithms.

The robotic arm was designed

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is expected to support market access to these six most important medical device marketplaces.

Since 2016, we had a research partnership with the

University of Central Florida (“ UCF ”) to develop a prototype intelligent medical robotic system.

Since 2016, we had a research partnership with

the University of Central Florida (“ UCF ”) to develop a prototype intelligent medical robotic system.

UCF is recognized

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MDSAP, which we plan to employ, is a single inspection that, when completed, is expected to support market access to the six most important medical device marketplaces.

We believe that our treatment-independent medical robotics platform system will be compatible with currently and yet to be approved end-effectors and/or surgical tools enabling rapid entry into the skin resurfacing and other markets with new and improved devices.

We believe that our treatment-independent

medical robotics platform system will be compatible with currently and yet to be approved end-effectors and/or surgical tools enabling

rapid entry into the skin resurfacing and other markets with new and improved devices.

See “ Note10.

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Results of Operations

The financial statements appearing elsewhere in this

report have been prepared assuming the Company will continue as a going concern.

The financial statements appearing elsewhere in

this report have been prepared assuming the Company will continue as a going concern.

The Company was recently formed and has not established

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continue as a going concern.

The following table provides selected balance sheet

data for our Company at September 30, 2022 (unaudited) and December 31, 2021:

The following table provides selected balance

sheet data for our Company at June 30, 2022 (unaudited) and December 31, 2021:

Balance Sheet Data:

September 30,

Total Liabilities

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a shortfall in operating capital, we could be faced with having to limit our research and development activities.

Three months ended September 30, 2022, as compared

to three months ended September 30, 2021

Three months ended June 30, 2022, as compared

to three months ended June 30, 2021

We had no revenues during either

the three months ended September 30, 2022 or the three months ended September 30, 2021.

the three months ended June 30, 2022, or the three months ended June 30, 2021.

Research and Development Expenses.

and development expenses during the three months ended September 30, 2022 and September 30, 2021 were $0.

and development expenses during the three months ended June 30, 2022 and June 30, 2021 were $0.

General and Administrative Expenses.

$175,180 and $151,493 in general and administrative expenses during the three months ended September 30, 2022, and September 30, 2021,

respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings

as a public company with the Securities and Exchange Commission (the “ SEC ”).

incurred $103,504 and $85,316 in general and administrative expenses during the three months ended June 30, 2022 and June 30, 2021, respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings as a public company

with the Securities and Exchange Commission (the “ SEC ”).

Compensation Expense.

We had compensation expenses

of $724,965 and $266,746 for three months ended September 30, 2022 and September 30, 2021, respectively.

We had compensation

expenses of $66,526 and $326,035 during three months ended June 30, 2022 and June 30, 2021, respectively.

This includes compensation for

the management staff and stock-based compensation expense related to the Company’s 2016 Stock Incentive Plan.

the management staff and stock-based compensation expenses related to the Company’s 2016 Stock Incentive Plan.

Other Income/Expenses .

We earned $42 in interest

in the three months ended September 2022 as compared to $29 of interest during the three months ended September 30, 2021.

We had $29 in interest

earned in the three months ended June 2022 as compared to $38 of interest during the three months ended June 30, 2021.

We incurred a net loss of $170,001

or $0.02 per share (based on 39,461,725 weighted average shares outstanding) for the three months ended September 30, 2022, as compared

to a net loss of $418,210 or $0.02 per share (based on 27,670,671 weighted average shares outstanding) for the three months ended September

The increase in net loss from the 2021 quarter to the 2022 quarter is in large part due to an increase in General and Administrative

Nine months ended September 30, 2022, as compared

to nine months ended September 30, 2021

for the three months ended June 30, 2022, as compared to a net loss of $412,314 for the three months ended June 30, 2021.

in net loss from the 2021 quarter to the 2022 quarter is in large part due to an increase in stock-based compensation expense.

Six months ended June 30, 2022, as compared

to six months ended June 30, 2021

We had no revenues during either

the nine months ended September 30, 2022 or the nine months ended September 30, 2021.

the six months ended June 30, 2022 or the six months ended June 30, 2021.

Research and Development Expenses.

and development expenses during the nine months ended September 30, 2022, were $0, as compared to $1,000 for the nine months ended September

Research and development expenses reflect continuing development work on the Company’s prototype robotic system at its

facilities at UCF’s incubator in Orlando, Florida.

and development expenses during the six months ended June 30, 2022 were $0, as compared to $1,000 for the six months ended June 30, 2021.

Research and development expenses reflect continuing development work on the Company’s prototype robotic system at its facilities

at UCF’s incubator in Orlando, Florida.

General and Administrative Expenses.

$330,900 and $317,286 in general and administrative expenses during the nine months ended September 30, 2022, and September 30, 2021,

respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings

as a public company with the Securities and Exchange Commission (the “ SEC ”).

incurred $155,719 and $165,794 in general and administrative expenses during the six months ended June 30, 2022 and June 30, 2021, respectively.

General and administrative expenses include legal and other professional expenses related to the Company’s filings as a public company

with the Securities and Exchange Commission (the “ SEC ”).

Compensation Expense.

We had compensation expenses

of $819,732 and $812,381 during the nine months ended September 30, 2022, and September 30, 2021, respectively.

We had compensation

expenses of $94,766 and $545,636 during the six months ended June 30, 2022 and June 30, 2021, respectively.

This includes compensation

for the management staff and stock-based compensation expenses related to the Company’s 2016 Stock Incentive Plan.

for the management staff and stock-based compensation expense related to the Company’s 2016 Stock Incentive Plan.

Other Income/Expenses .

We had $64 interest

earned in the nine months ended September 2022 as compared to $89 of interest during the nine months ended September 30, 2022.

earned in the six months ended June 2022 as compared to $60 of interest during the six months ended June 30, 2021.

We incurred a net loss of $250,421

for the nine months ended September 30, 2022, as compared to a net loss of $1,130,578 for the nine months ended September 30, 2021.

for the six months ended June 30, 2022, as compared to a net loss of $712,370 for the six months ended June 30, 2021.

The decrease in

net loss from the 2021 period to the 2022 period is in large part due to decreases in stock-based compensation expense.

Liquidity and Capital Resources

The Company expects to require substantial funds for

research and development, to continue to develop, secure marketing approval for and ultimately manufacture and market its initial medical

robotic system.

Until the Company is able to generate revenues from the sale of its initial medical robotic system, it expects to meet

its operating cash flow requirements from the net proceeds of this Offering and if necessary, from future public or private sales of its

securities and, if possible, on favorable terms, by entering into development partnerships to assist the Company with its technology development

The Company expects to require substantial funds

for research and development, to continue to develop, secure marketing approval for and ultimately manufacture and market its initial

medical robotic system.

Until the Company is able to generate revenues from the sale of its initial medical robotic system, it expects

to meet its operating cash flow requirements from the net proceeds of this Offering and if necessary, from future public or private sales

of its securities and, if possible, on favorable terms, by entering into development partnerships to assist the Company with its technology

development activities.

During the period from inception (February 4,

through September 30, 2020, the Company raised (a) $1,900 from an initial private offering of its common stock in February 2017;

from the private offering of the convertible notes completed in September 2017;

2015) through June 30, 2022, the Company raised (a) $1,900 from an initial private offering of its common stock in February 2017;

$480,000 from the private offering of the convertible notes completed in June 2017;

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of our common stock at a price of $1.25 per share in August 2018.

In March 2019, the Company sold 7.5 Units in a private

offering of ten (10) units (“ Units ”), each Unit consisting of a $10,000 principal amount nine-month promissory note

bearing interest at the rate of 5% per annum and a three-year warrant to purchase 5,000 shares of common stock at an exercise price of

$1.25 per share.

In addition to the foregoing, from December 2018 thru

September 2020, the Company obtained fourteen loans from Barry F.

In March 2019, the Company sold 7.5 Units in a

private offering of ten (10) units (“ Units ”), each Unit consisting of a $10,000 principal amount six-month promissory

note bearing interest at the rate of 5% per annum and a three-year warrant to purchase 5,000 shares of common stock at an exercise price

of $1.25 per share.

In addition to the foregoing, from December 2018

through June 2021, the Company obtained fourteen loans from Barry F.

Cohen, our Chief Executive Officer totaling $468,500.

The loans were

due 12 months from funding date and did not bear interest.

due 12 months from the funding date and did not bear interest.

With the exception of two loans totaling $145,000, all of these loans were

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Each Unit gave the investor four restricted common shares and five warrants with an exercise price of $0.40

In the fourth quarter of 2021 the Company raised a

total of $315,200 from six accredited investors by selling 2,229,231 shares of the Company’s restricted common stock at prices ranging

from $0.13 per share to $0.52 per share.

In the third quarter of 2022 the Company raised

$250,000 from one accredited investor through the sale of 1,000,000 of the Company’s restricted common shares.

While we have been successful in raising funds to

fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations

In the fourth quarter of 2021 the Company raised

a total of $315,200 from six accredited investors by selling 2,229,231 shares of the Company’s restricted common stock at prices

ranging from $0.13 per share to $0.52 per share.

While we have been successful in raising funds

to fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations

going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding.

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likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the

financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain

ASC 740-10 requires that the Company recognize

the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain

the position following an audit.

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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have

or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,

results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative Disclosures About Market Risks.

There are no off-balance sheet arrangements that

have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues

or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative Disclosures About Market

As a “ smaller reporting company, ”

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis