SS Innovations International, Inc. 10-Q

Item 1. Financial Statements. AVRA MEDICAL ROBOTICS, INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, 2022 December 31, 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 261,089 $ 405,774 Other prepaid expenses and deposit 2,291 2,291 Total Current Assets 263,379 408,065 EQUIPMENT: Equipment 98,592 98,592 Accumulated depreciation ( 82,635 ) ( 78,050 ) Total Equipment, net 15,957 20,542 INVESTMENT: Investment in Avra Air LLC - - Website 36,122 36,122 Accumulated amortization ( 36,122 ) ( 36,122 ) Total Other Assets, net ( 0 ) - TOTAL ASSETS $ 279,336 $ 428,607 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable $ 55,885 $ 124,581 Accrued compensation Accrued expenses 20,700 17,700 Notes payable - related party 145,000 145,000 Promissory notes Total Current Liabilities 221,585 287,281 Commitments and contingencies (see Note 8) STOCKHOLDERS’ DEFICIT: Preferred stock, 5,000,000 shares authorized, $.0001 par value par value, none issued or outstanding - - Common stock, 100,000,000 shares authorized, $ .0001 par value, 38,089,675 and 37,849,405 issued and outstanding at March 31, 2022 and December 31, 2021 respectively 3,809 3,785 Common stock liability, 4,857,476 and 42,65,295 shares, $ .0001 par value at March 31, 2022 and December 31, 2021, respectively 500,620 458,519 Additional paid-in capital 8,307,804 8,183,082 Treasury Stock ( 26,000 ) ( 26,000 ) Accumulated Deficit ( 8,728,481 ) ( 8,478,060 ) Total Stockholders’ Deficit 57,752 141,326 TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 279,336 $ 428,607 See accompanying notes to unaudited Condensed Financial Statements 1 AVRA MEDICAL ROBOTICS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For The Three Months For The Six Months Ended June 30, Ended June 30, 2022 2021 2022 2021 Revenues $ - $ - $ - $ - OPERATING EXPENSES: Research and Development - 1,000 - 1,000 Compensation Expense 66,526 326,035 94,766 545,636 General and Administrative 103,504 85,316 155,719 165,794 Total Operating Expenses 170,030 412,351 250,486 712,430 OTHER INCOME AND (EXPENSES) Interest Earned 29 38 64 60 Interest Expense - - - - Total Other Income and (Expenses), net 29 38 64 60 Loss before Income Taxes ( 170,001 ) ( 412,314 ) ( 250,421 ) ( 712,370 ) Provision for Income Taxes - - - - NET LOSS $ ( 170,001 ) $ ( 412,314 ) $ ( 250,421 ) $ ( 712,370 ) Loss per common share - basic and diluted ( 0.00 ) ( 0.02 ) ( 0.01 ) ( 0.03 ) Weighted average common shares outstanding - basic and diluted 37,886,780 26,986,656 37,867,989 26,636,454 See accompanying notes to unaudited Condensed Financial Statements. 2 AVRA MEDICAL ROBOTICS, INC. CONDENSED STATEMENT OF STOCKHOLDERS’ (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (Unaudited) Common Stock Common Stock to be Issued Additional Paid-In Accumulated Total Stockholders’ Number Amount Number Amount Capital Deficit Deficit BALANCE AT DECEMBER 31, 2021 37,849,405 $ 3,785 4,265,295 $ 458,519 $ 8,183,082 $ ( 8,504,060 ) $ 141,326 Stock based compensation expense - - - - 27,476 - $ 27,476 Conversion of debt to equity - - - - - - - Stock issued for services - - - - - - $ - Security offerings - - - - - $ - Treasury stock $ - Common stock issuable for services 133,234 764 - - $ 764 Common stock issued - - - $ - Net loss - - - - - ( 80,421 ) $ ( 80,421 ) BALANCE AT MARCH 31, 2022 37,849,405 $ 3,785 4,398,529 459,283 $ 8,210,558 $ ( 8,584,481 ) $ 89,145 Stock based compensation expense - - - - 25,189 - $ 25,189 Conversion of debt to equity - - - - - - - Stock issued for services 240,270 24 - - 72,057 - $ 72,081 Security offerings - - - - - $ - Common stock issuable for services - - - - $ - Common stock issued 458,947 41,337 $ 41,337 Net loss - - - - - ( 170,001 ) $ ( 170,001 ) BALANCE AT JUNE 30, 2022 38,089,675 $ 3,809 4,857,476 500,619 $ 8,307,804 $ ( 8,754,481 ) $ 57,752 BALANCE AT DECEMBER 31, 2020 25,721,971 $ 2,572 289,697 $ 100,925 $ 6,021,201 $ ( 6,993,747 ) $ ( 869,049 ) - Stock based compensation expense - - - - 37,674 - 37,674 Stock issued for services 60,000 6 - - 181,136 - 181,142 Security offering 940,000 94 117,964 118,058 Common stock issuable for services 80,783 72,726 - 72,726 Common stock issued 25,000 2.5 ( 25,000 ) ( 22,217.5 ) 22,215 - Net loss - - - - - ( 300,056 ) ( 300,056 ) BALANCE AT MARCH 31, 2021 26,746,971 $ 2,675 345,480 $ 151,434 $ 6,380,190 $ ( 7,293,803 ) $ ( 759,504 ) Stock based compensation expense - - - - 30,254 - 30,254 Stock issued for services 110,000 11 89,544 89,555 Common stock issuable for services 156,070 165,861 - - 165,861 Security offering 180,000 18 28,197 28,215 Common stock issued 88,378 9 ( 88,378 ) ( 71,337 ) 71,328 - Net loss - - - - - ( 412,314 ) ( 412,314 ) BALANCE AS AT JUNE 30, 2021 27,125,349 $ 2,712 413,172 $ 245,958 $ 6,599,513 $ ( 7,706,117 ) $ ( 857,933 ) See accompanying notes to unaudited Condensed Financial Statements. 3 AVRA MEDICAL ROBOTICS, INC. CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited) 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ ( 250,421 ) $ ( 712,370 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 4,585 12,538 Stock compensation expense 94,766 455,636 Stock issued for services - Non-cash interest - - Investment loss - Changes in operating assets and liabilities: Prepaid expenses - - Accounts payable and accrued expenses ( 65,696 ) 111,052 Net Cash Used in Operating Activities ( 216,766 ) ( 133,144 ) INVESTING ACTIVITIES: Equipment acquisition - - Investment in Avra Air LLC - 12,150 Net Cash Used in Investing Activities - 12,150 FINANCING ACTIVITIES: Proceeds from exercise of stock options - - Proceeds from private placement - - Proceeds from securities offering 72,081 267,850 Proceeds from related party - - Proceeds from promissory notes - - Net Cash Provided by Financing Activities 72,081 267,850 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 144,685 ) 146,856 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 405,774 160,709 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 261,089 $ 307,565 Supplemental information of non-cash investing and financing activities: Non-cash investing activities: Cash paid for interest $ - $ - Cash received for interest $ - $ 60 Non-cash financing activities: Equipment acquisition included in accounts payable $ - $ - Related party note payable converted into common stock $ - $ - Promissory note converted into common stock $ - $ - Reduction of account payable and equipment $ - $ 4,743 See accompanying notes to unaudited Condensed Financial Statements 4 AVRA MEDICAL ROBOTICS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 – COMPANY AND BASIS OF PRESENTATION Organization AVRA Medical Robotics, Inc. (the “Company” or “AVRA”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015. Effective November 5, 2015, the Company’s corporate name was changed to AVRA Medical Robotics, Inc. The Company was established to develop advanced medical surgical devices. The Company is structured to invest in four principal areas – surgical robotic systems, surgical tools, implantable devices and surgical robotic training. The significant accounting policies of AVRA were described in Note 1 to the audited financial statements included in the Company’s 2021 Annual Report on Form 10-K (“2021 Form 10-K”). There have been no significant changes in the Company’s significant accounting policies for the three and six months ended June 30, 2022. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2021 Form 10-K for the year ended December 31, 2021. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. Going Concern The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. At June 30, 2022, the Company’s stockholders’ deficit was $ 59,653 which raises substantial doubt about the Company. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management. 5 Cash and Cash Equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balance in a financial institution. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . At June 30, 2022 and 2021, $ 0 and $ 24,328 were in excess of the FDIC insured limit, respectively. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S. GAAP. The ASU also required expanded disclosures relating to the nature amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2018, the first day of the Company’s fiscal year. For these reasons, the adoption of this ASU did not have a significant impact on the Company’s financial statements Effective January 1, 2018, the Company adopted guidance issued by the FASB regarding recognizing revenue from contracts with customers. The revenue recognition policies as enumerated below reflect the Company’s accounting policies effective January 1, 2018, which did not have a materially different financial statement result than what the results would have been under the previous accounting policies for revenue recognition. Equipment Equipment is recorded at cost and depreciated using the straight-line method at rates determined to estimate the useful lives of the assets. The annual rates used in calculating depreciation is as follows: Equipment - 5 years straight-line Intangibles Intangible assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment,” intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined The Company purchased existing Intellectual Property from the University of Central Florida. Management regularly assesses the carrying value of the intellectual property to determine if there has been any diminution of value. Website Website is recorded at cost and amortized using the straight-line method over its estimated life of 3 years. 6 Long-lived Assets In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to : significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Stock Compensation Expense The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”) Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. Income Taxes The Company accounts for income taxes pursuant to ASC Topic 740 “ Income Taxes. ” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company applies the provisions of ASC Topic 740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Basic and Diluted Loss per Share In accordance with ASC Topic 260 “ Earnings Per Share, ” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common shares. Research and Development Costs In accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from another enterprise and have alternative future use, research and development expenses are charged to operations as incurred. Fair Value of Financial Instruments Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items. 7 Recent Accounting Pronouncements Compensation- Stock Compensation In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required. The adoption of this standard did not have an impact on the financial statements or the related disclosures. Leases In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition. The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient. On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief. Under the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s). Bucket 2 includes all other entities, including SRC’s. Bucket 2 entities have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. NOTE 3 – NOTES PAYABLE – RELATED PARTY On December 31, 2018, the Company borrowed $ 15,000 under a non-interest bearing promissory note from a related party. The note matured on December 31, 2019 and was extended to December 31, 2020. On February 6, 2019, the Company borrowed from its CEO, $ 17,500 under a non-interest bearing promissory note which matures on February 6, 2020 and was extended to December 31, 2020 . On May 8, 2019, the Company borrowed from its CEO, $ 25,000 under a non-interest bearing promissory note which matures on May 8, 2020 and was extended to December 31, 2020. On May 29, 2019, the Company borrowed from its CEO, $ 25,000 under a non-interest bearing promissory note which matures on May 29, 2020 and was extended to December 31, 2020. On June 26, 2019, the Company borrowed from its CEO, $ 40,000 under a non-interest bearing promissory note which matures on June 26, 2020 and was extended to December 31, 2020. On July 19, 2019, the Company borrowed from its CEO, $ 50,000 under a non-interest bearing promissory note which matures on July 19, 2020 and was extended to December 31, 2020. On October 11, 2019, the Company borrowed from its CEO, $ 30,000 under a non-interest bearing promissory note which matures on March 11, 2020 and was extended to December 31, 2020. 8 On November 14, 2019, the Company borrowed from its CEO, $ 7,000 under a non-interest bearing promissory note which matures on November 14, 2020 and was extended to December 31, 2020. On March 1, 2020, the Company entered into a promissory notes totaling $ 194,500 for the above notes, as an incentive to its CEO for entering into this agreement, issued option to purchase 389,000 restricted common shares of the Company at $ 0.25 per share. The option will be fully vested as of March 1, 2020. On August 26, 2019, the Company borrowed from its CEO, $ 100,000 under a non-interest bearing promissory note which matures on December 26, 2019 . On December 3, 2019, the Company borrowed from its CEO, $ 3,000 under a non-interest bearing promissory note which matures on December 3, 2020 . On December 6, 2019, the Company borrowed from its CEO, $ 30,000 under a non-interest bearing promissory note which matures on December 6, 2020 . On December 30, 2019, the Company borrowed from its CEO, $ 25,000 under a non-interest bearing promissory note which matures on December 30, 2020 . On January 3, 2020, the Company borrowed from its CEO, $ 95,000 under a non-interest bearing promissory note which matures on January 3, 2021 . On January 5, 2020, the related party exercised his option and converted his note of $ 100,000 into 1,000,000 shares at $ 0.10 per share. On March 31, 2020, the Company borrowed from its CEO, $ 6,000 under a non-interest bearing promissory note which matures on December 31, 2020 . On May 4, 2020, the Company borrowed from its CEO, $ 2,500 under a non-interest bearing promissory note which matures on December 31, 2020 . On June 1, 2020, the Company borrowed from its CEO, $ 4,000 under a non-interest bearing promissory note which matures on December 31, 2020 . On June 30, 2020, the Company borrowed from its CEO, $ 5,000 under a non-interest bearing promissory note which matures on December 31, 2020 . NOTE 4 – PROMISSORY NOTES On December 31, 2018, the Company borrowed $ 15,000 , with interest payable annually at 4 %, maturing on December 31, 2019 . This note was paid in full on January 7, 2020. During January 2019, the Company borrowed $ 20,000 under a non-interest-bearing promissory note which matures on December 31, 2019 , this amount was converted to 13,334 shares of common stock in 2020. On March 11, 2019, the Company borrowed $ 25,000 under a promissory note bearing an annual interest rate of 5 % and which matures on September 11, 2019 . The loan includes a warrant to purchase 12,500 common shares at a strike price of $ 1.25 per share. The warrant expires in 3 years. This note was paid in full on January 16, 2020. On March 14, 2019, the Company borrowed $ 25,000 under a promissory note bearing an annual interest rate of 5 % and which matures on September 14, 2019 and was extended until December 31, 2020. The loan includes a warrant to purchase 12,500 common shares at a strike price of $ 1.25 per share. The warrant expires in 3 years. On March 29, 2019, the Company borrowed $ 25,000 under a promissory note bearing an annual interest rate of 5 % and which matures on September 29, 2019 . The loan includes a warrant to purchase 12,500 common shares at a strike price of $ 1.25 per share. The warrant expires in 3 years. This note was paid in full on January 21, 2020. During the three and six months ended June 30, 2020, 37,500 warrants were valued at $ 51,740 and expensed as stock compensation. 9 NOTE 5 – INCOME TAXES The Company’s deferred tax assets at June 30, 2022 consist of net operating loss carry forwards of $ 8,475,145 . Using a new federal statutory tax rate of 21 %, the valuation allowance balance as of June 30, 2021 total $ 0 . Due to the uncertainty of their realization, no income tax benefits have been recorded by the Company for these loss carry forwards as valuation allowances have been established for any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore, the Company’s provision for income taxes is $ 0 for the six months ended June 30 , 2022 and 2021. At June 30, 2021 and December 31, 2020, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At June 30, 2022 and December 31, 2021, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. NOTE 6 – STOCKHOLDERS’ DEFICIT The Company is authorized to issue up to 100,000,000 shares of common stock, $ 0.0001 par value per share plus 5,000,000 shares of preferred stock, par value $ 0.0001 . On February 23, 2018, the board of directors of AVRA authorized the issuance of an aggregate of 218,000 shares of AVRA’s common stock (the “Shares”) as follows: ● 150,000 Shares at a value of $ 1.25 per Share, to six consultants and service providers for services rendered through December 31, 2017; ● 35,000 Shares, at a value of $ 1.25 per Share, to Farhan Taghizadeh, M.D., AVRA’s Chief Medical Officer, for services rendered during the period September 1, 2017 to December 31, 2017; and ● 19,500 and 13,500 Shares, at a value of $ 2.00 per Share, to Barry F. Cohen and A. Christian Schauer, our Chief Executive Officer and its former Chief Financial Officer, respectively, pursuant to Conversion Agreements with each of such officers, under which they converted all December 31, 2017 accrued but unpaid compensation due them under their respective employment agreements with the Company into the Shares. On August 13, 2018 the Company sold 16,000 shares of its common stock for $ 20,000 . On October 4, 2018, the Board of Directors adopted the following resolutions and took the following actions by unanimous written consent in lieu of a meeting in accordance with the applicable provisions of the Florida business Corporation Act: ● 128,300 shares of restricted common stock required to be issued, to six consultants and service providers for services rendered through September 30, 2018; ● 400 shares of restricted common stock required to be issued, for services rendered through February 28, 2018; On January 4, 2019, 115,050 Shares at a value of $ 1.25 per share were issued for service rendered. 10 On April 1, 2019, 95,050 shares at a value ranging from $ 1.25 -$ 2.41 per share were issued for services rendered. On July 1, 2019, 79,672 shares at a value ranging from $ 1.25 -$ 2.76 per share were issued for services rendered On August 28, 2019, 600,000 shares at a value ranging from $ 1.25 -$ 2.00 per share were issued for services rendered. On December 1, 2019, the Company canceled 250,000 restricted shares of the Company’s common stock that were previously issued under the Stock Award letter dated August 28, 2019. During the first quarter of 2020, 122,200 shares at a value ranging from $. 42 -$ 2.79 per share were issued for services rendered. During the first quarter 2021, 85,00 shares at a value ranging from $ 0.89 -$ 1.07 per share were issued for services rendered. During the second quarter 2021, 198,378 shares at a value ranging from $ 0.89 -$ 1.02 per share were issued for services rendered. During third quarter 2021 several holders of stock options elected to exercise their stock options with a cashless exercise provision resulting in the issuance of 543,375 shares of common stock. 86,000 shares were also exercised through payments for their options. Holders are entitled to one vote for each share of common stock. No preferred stock has been issued. On June 16, 2022 the Company issued 240,270 shares of common stock as payment in full for the accrued but unpaid legal fees due to Gutierrez Bergman Boulris PLLC. NOTE 7 – 2016 INCENTIVE STOCK PLAN On August 1, 2016, the Company adopted the 2016 Incentive Stock Plan (the “Plan”). The Plan provides for the granting of options to employees, directors, consultants and advisors to purchase up to 3,000,000 shares of the Company’s common stock. The Board is responsible for administration of the Plan. The Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair market value per common share on the date of the grant. On August 1, 2019, the Board increased the plan to 10,000,000 shares of common stock. For options granted October 1, 2017, the following factors were used: volatility 45.07 %; expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. For options granted July 1, 2018, the following factors were used: volatility 31.34 %; expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. For options granted May 1, 2018, the following factors were used: volatility 62.16 %; expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. On July 1, 2018 options for 75,000 shares were issued to our Counsel for services rendered totaling $ 21,000 . These shares are vested immediately and expire on July 1, 2023 . The exercise price is $ 1.25 . 11 For the year ended December 31, 2019 and 2018, 210,000 and - 0 - options were exercised, respectively. Non-vested Options for 97,639 shares were forfeited during March 2018. On December 1, 2019, the Company granted to its majority shareholder options to purchase 750,000 common shares of the Company at an exercise price per share will be $ 1.00 . All shares will immediately vest, and the Option will expire five years from the date of issuance. At December 31, 2019 and 2018 options representing 3,486,667 shares and 2,243,250 shares were vested or exercisable, respectively. All options issued to-date expire after five years from the issue date. Except for the option for 1,750,000 shares issued to the CEO and to the Company’s counsel for 40,000 shares that vested immediately, all the options issued to date vest over three years. Stock options are accounted for in accordance with FASB ASC Topic 718, Compensation –Stock Compensation , with option expense amortized over the vesting period based on the Black-Scholes option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of expense. During the three months ended June 30, 2022, and 2021, $ 28,396 and $ 326,035 respectively, of expensed stock options has been recorded as stock-based compensation. During the six months ended June 30, 2022, and 2021, $ 56,637 and $ 545,636 , respectively, of expensed stock options has been recorded as stock-based compensation. The total amount of unrecognized compensation cost related to non-vested options was $ 462,490 as of June 30, 2022. This amount will be recognized over a period of 39 months expiring September 30, 2024 . The grant date fair value of options granted during the year of 2018 and 2019 were estimated on the grant date using the Black-Scholes model with the following assumptions: For options granted May 1, 2018, the following factors were used; volatility 62.16 %; expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. For options granted July 1, 2018, the following factors were used; volatility 31.34 %; expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. For options granted February 1, 2019: Volatility 50.58 %, term 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 2.00 per share. For options granted April 1, 2019: Volatility 48.52 %, term 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share. For options granted August 1, 2019: Volatility 62.43 %, term 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 2.00 per share. For options granted October 1, 2019: Volatility 48.57 %, term 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 2.00 per share. For options granted December 1, 2019: Volatility 61.91 %, term 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.00 per share. The grant date fair value of options granted during the year of 2020 were estimated on the grant date using the Black-Scholes model with the following assumptions: For options granted March 1, 2020 the fair market value is $ 0.45 , exercise $ 0.25 , rate 2 %, and volatility 39.73 %. For options granted June 1, 2022 the fair market value is $ 0.13 , exercise $ 0.25 , rate 2 %, and volatility 67.92 %. Option values are calculated using Black Scholes with the following inputs: expected volatilities are based on the average volatilities of six similar companies; fair market values are calculated using the implied share values of recent company financings or OTC closing prices for that day, whichever is more suitable; risk-free rate used was 2 %. 12 NOTE 8 – COMMITMENTS Intellectual property Effective May 1, 2016, the Company entered into a Research Agreement (the “Research Agreement”) with the University of Central Florida (“UCF” or the “University”) for the development of a prototype surgical robotic device supporting minimal invasive surgical facial corrections. The Agreement provided that the University provide personnel to accomplish the objectives as stated in the Statement of Work over a period extending to September 30, 2017. Effective May 1, 2016, the research agreement with the University of Central Florida was extended to April 30, 2021. No additional payments to the University were required. The Company agreed to extend funding of $ 163,307 from AVRA’s existing funds. In addition, AVRA paid $ 43,548 for outright ownership of the University’s Intellectual Property resulting from the collaboration, which amount is shown as Intellectual Property. Management has assessed the carrying value of the asset at December 31, 2019 and has recorded an impairment loss in the amount of $ 43,548 . For the three and nine months ended, September 30, 2020 and 2019, $- 0 - had been paid under the Agreement. The balance of the amount owing to the University was fully paid on February 24, 2017 and April 7, 2017. Additionally, a $ 68,952 matching funds grant from the Florida High Tech Corridor Council (FHTCC) was approved on July 16, 2016 which will provide the University research funds in addition to the Company’s funding obligation to the University. The FHTCC research grant is subject to certain research obligations and action requirements which if not met may result in the loss of the FHTCC research funding. The agreement further provides for the payment of a 1 % royalty to the University in any year when the sales of products using the intellectual property exceeds $ 20,000,000 . Employment Agreements On July 1, 2016, the Company entered into an Employment Agreement with its Chairman and Chief Executive Officer. The agreement provides for an annual salary of $120,000 per year, increasing to $180,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share, and becoming fully vested on August 15, 2016. On August 1, 2016, the Company entered into a one-year Employment Agreement with its Chief Financial Officer. The agreement provides for an annual salary of $108,000 per year. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 210,000 shares of the Company’s common stock at an exercise price of $0.10 per share, with 70,000 shares becoming fully vested upon each yearly anniversary. The options are to be surrendered and cancelled if the Agreement is terminated. The Agreement has expired but its compensation terms continue in effect as long as the employee remains employed by the Company. 13 On August 1, 2016, the Company entered into a three-year Employment Agreement with its Vice President of Global Business Development. The agreement provides for an annual salary of $96,000 per year, increasing to $144,000 per year beginning July 2017. Through December 2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary. Further the Agreement provides that the employee will receive a three-year option to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.10 per share, with 100,000 shares vested on each yearly anniversary. Further, on July 1, 2016, the Company entered into Indemnification Agreements with the Chairman and Chief Executive Officer, and on August 1, 2016 the Chief Financial Officer and the Vice-President of Global Business Development providing for the Company to indemnify the individuals for all expenses, judgments, etc. incurred while serving in various capacities with the Company. Commencing March 1, 2018, the Company entered into an employment agreement with its new Chief Strategy Officer whereby compensation will be determined upon sufficient funding of the Company. The Company granted a 300,000 share stock award under its 2016 Incentive Stock Plan, which vests in five equal annual installments of 60,000 shares each. In addition, on May 1, 2018 options for 250,000 shares that vest monthly over 3 years were also issued to our Chief Strategy Officer. These options expire on May 1, 2023 and are exercisable at $ 1.25 . Commencing January 1, 2019, the Company entered into a consulting agreement with an IR/PR Company whereby compensation will be $ 1,500 per month for six months. During third quarter 2019, these services stopped. On July 1, 2019, the Company issued 36,000 restricted common shares as part of the compensation. Effective July, 1, 2020, the Company entered into an employment agreement with its Chairman and Chief Executive Officer, for a term of 48 months. The employee’s base salary is $ 15,000 monthly, beginning with the July 2020 payment, which rate shall be inclusive of all claims by the employee for his services. However, employee agrees to accrue his salary from the July 1, 2020 through and including December 2020 and allows the Board of Directors to decide on whether to convert any or all accrued salary into Company restricted common shares. Beginning on the July 1, 2020, normal direct business expenses will be covered, including business class travel on flights over 5 hours. Employee will receive a $ 500 per month vehicle expense stipend to help mitigate the costs of the frequent travel required to visit the Orlando office and University of Central Florida from the employee’s home. Employee will also be granted an option pursuant to the Company’s Equity Incentive Plan to purchase 1,000,000 restricted shares of the Company’s common stock, with an exercise price of $ 0.25 per share, and a Start Date of July 1, 2020. All 1,000,000 shares were fully vested on July 1, 2020. Lease The Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 . Effective August 1, 2018 and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax. Effective August 1, 2019, the Company signed a year lease agreement, provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $ 2,454.75 plus applicable sales tax. Effective January 15, 2020, the Company amended its August 1, 2019 lease agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax. the Company signed a lease that was effective August 1, 2020 through July 31, 2021, which provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $ 1,474.17 plus applicable sales tax. Effective January 1, 2021, the Company signed an amendment which modified the August 1, 2020 agreement, increasing the monthly lease expense to $ 1,964.74 plus applicable sales tax. Either party may cancel the agreement at any time with 30 days’ notice. 14 NOTE 9 – OTHER MATTERS On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES act was enacted as a response to the COVID-19 outbreak discussed above and is meant to provide companies with economic relief. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date that the financial statements were issued and determined that there were subsequent events requiring adjustments to or disclosure in the financial statements. On July 1, 2022 the Company paid $ 5,000 and issued to a consultant an option for 2,520,000 common shares with an exercise price of $ 0.10 per share as a performance bonus and for foregoing all accrued and unpaid fees due for 2022 and for foregoing a portion of the fees due for the remaining five months of calendar year 2022. The option vested immediately. On July 1, 2022 the Company issued to its CEO an option for 5,400,000 common shares with an exercise price of $ 0.10 per share as a performance bonus and for foregoing all of his 2022 salary. The option vested immediately. On July 1, 2022 the Company issued to its Chief Medical Officer an option for 500,000 common shares with an exercise price of $ 0.10 per share as a performance bonus. The option vested immediately. On July 1, 2022 the Company issued to its Chief Strategy Advisor an option for 500,000 common shares with an exercise price of $ 0.10 per share as a performance bonus. The option vested immediately. On July 1, 2022 the Company issued 240,270 shares of common stock as payment in full for the accrued but unpaid fees due to its Counsel. On July 1, 2022 the Company issued 27,250 shares of common stock to its patent attorney per their fee agreement. On July 1, 2022 the Company issued 160,000 shares of common stock to its Chief Strategy Officer as required by his Stock Grant Award dated April 15, 2019 and his Employment Agreement dated March 1, 2018. On July 1, 2022 the Company issued 40,000 shares of common stock to its Chief Medical Officer as required by his employment agreement dated September 15, 2020 On July 1, 2022 the Company issued a total of 569,747 shares of common stock to several consultants. 15 In July 2022, four investors exercised their put options obtained from the Offering dated October 26, 2020, transferred their Membership Units in Avra Air LLC back to AVRA and received 301,027 shares of the Company’s common stock in return. On July 25, 2022 the Directors and Shareholders holding a majority of the issued and outstanding common shares of the Company adopted, by joint written consent, a resolution to increase the Company’s common stock reserved for issuance under the Company’s 2016 Incentive Stock Plan to 20,000,000 . On August 5, 2022, AVRA entered into a non-binding letter of intent with Dr. Sudhir Srivastava (“ Dr. Srivastava ”), Cardio Ventures Pvt. Ltd., a Bahamian private limited company of which Dr. Srivastava is the sole stockholder(“ Cardio ”), Otto Pvt, Ltd., a Bahamian private limited company and direct subsidiary of Cardio (“ Otto ”) and Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company and indirect subsidiary of Cardio (“ SSI ,” and together with Cardio and Otto, the “ SSI Parties ”) with respect to a business combination between AVRA and the SSI Parties (the “ Transaction ”). SSI, based in Haryana, India is engaged in the development, commercialization, manufacturing and sale of medical and surgical robotic systems utilizing patents, trademarks and other intellectual property held by Dr. Srivastava (the “ SSI Intellectual Property ”). If and when the transaction is consummated, the business of the SSI Parties, including the SSI Intellectual Property will be owned by AVRA. The shareholders of the SSI Parties will own 95 % of the common stock of post-transaction AVRA and the current shareholders of AVRA will own 5 % of the common stock of post-transaction AVRA. In addition, there will be changes in composition of the board of directors, implementation of corporate governance policies and changes in management, all with a view to listing the common stock of AVRA on the Nasdaq Stock Market, LLC or another National Securities Exchange. In addition, AVRA will change its name to “ SS Innovations, Inc. ” Consummation of the Transaction is subject to, among other matters, the negotiation and execution of definitive agreements and documentation, containing, in addition to the above terms, terms and conditions customary for agreements of this type and nature, including, without limitation, representations, warranties, and indemnities of the parties. Consummation of the Transaction is also subject to completion of a due diligence review by each party of the other, the results of which shall be satisfactory to the reviewing parties in their sole discretion. Given the foregoing, there can be no assurance given that the Company will be able to successfully complete the Transaction. In connection with executing the letter of intent, we advanced the SSI Parties, the amount of $ 2,250,000 (the “ Interim Financing ”). The Interim Financing is evidenced by four notes, one for $ 100,000 , one for $ 1,000,000 , one for $ 500,000 , and one for $ 900,000 . All are one-year Automatically Convertible Notes made in favor of the Company by Cardio, Otto and Dr Srivastava, jointly and severally (the “ Cardio Notes ”). Interest on the Cardio Notes shall accrue at the rate of 7 % per annum, payable together with the principal amount at maturity. The Cardio Notes have an original issue discount of 10 %. If the Cardio Notes are not repaid in full on or at maturity, they will automatically convert into a percentage equity interest in Cardio determined by dividing the principal amount of and accrued interest on the Cardio Notes divided by $ 100 million. The Cardio Notes contains customary default provisions and other typical terms and conditions. We may make additional advances to the SSI Parties of up to an aggregate principal amount of $ 5,000,000 of Interim Financing, evidenced by additional Cardio Notes. These Cardio Notes will be substantially similar in form and substance to the first Cardio Notes, provided , however , that Cardio Notes issued in excess of an aggregate principal amount of $2.000, 000 , will have an original issue discount of 6 % as opposed to 10 %, and the valuation for determining conversion will be $ 250 million as opposed to $ 100 million. 16 In order to fund the Interim Financing, the Company offered and sold one-year convertible promissory notes (the “ Convertible Notes ”) of $1,000,000, and $500,000 to one accredited investor and $100,000 and $900,000 to another. The Convertible Notes will have the same interest rate and payment terms as the Cardio Notes and otherwise be substantially similar to the Cardio Notes, provided , however , that the Convertible Notes do not have an original issue discount. Further, upon consummation of the Transaction (if and when it is consummated) the Convertible Notes will automatically convert into a number of AVRA Shares determined by dividing the principal amount of the Convertible Notes by $100 million and multiplying such number expressed as a percentage by the number of AVRA Shares issued to Dr. Srivastava and the other shareholders of the SSI Parties (if any) upon closing of the Transaction. The Company may offer and sell up to an aggregate principal amount of $5,000,000 in Convertible Notes in order to fund the Interim Financing. The Convertible Notes were issued in a private transaction pursuant to the exemptions from registration under the Section 4(a)2 of the Securities Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations promulgated thereunder. In August 2022 the Company sold 1,000,000 shares of common stock at a price of $ 0.25 per share receiving proceeds of $ 250,000 . On September 7 th 2022, Avra Air LLC purchased back the 49.8 % voting rights held by the Company in return for all rights to any royalty fees which would have previously been owed by the Company to Avra Air LLC and $ 26,000 paid via the transfer of 52,000 restricted Company shares owned. From September 2022 through the date of this filling, the Company has sold 2,261,000 shares of common stock at a price of $ 0.25 per share receiving proceeds of $ 565,250 . On November 7, 2022, AVRA entered into a definitive Merger Agreement (the “ Merger Agreement ”), by and among AVRA, AVRA-SSI Merger Corporation, a Delaware corporation and wholly owned subsidiary of AVRA (“ Merger Sub ”), CardioVentures, Inc., a Delaware corporation (“ SSI - DE ”) Dr. Sudhir Srivastava (“ Dr. Srivastava ”), who, through his holding company, owns a controlling interest in SSI-DE. SSI-DE, through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (“ SSI - India ”). Based in Haryana, India, SSI-India is engaged in the development, commercialization, manufacturing and sale of medical and surgical robotic systems utilizing patents, trademarks and other intellectual property held by Dr. Srivastava (the “ SSI Intellectual Property ”). Pursuant to the Merger Agreement, Merger Sub will merge with and into SSI – DE (the “ Merger ”). In the Merger, holders of the outstanding shares of common stock of SSI – DE at closing (including certain parties providing Interim Financing as described below), will receive in exchange for their SSI – DE shares, such number of shares of AVRA common stock as will result in such holders owning 95 % of the outstanding post-Merger shares of AVRA common stock, with the current shareholders of AVRA owning 5 % of the outstanding post-Merger shares of AVRA common stock. In addition to the foregoing, upon completion of the Merger, the holders of SSI – DE common stock will receive, pro rata , shares of newly designated Series A Non-Convertible Preferred Stock (the “ Series A Preferred Shares ”). 17 The Series A Preferred Shares will vote together with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting power of the Company. The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference. The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. The Series A Preferred Shares are automatically redeemable by the Company for nominal consideration at such time as the holder owns less than 50 % of the shares of AVRA common stock received in the Merger. Concurrent with consummation of the Merger, Dr. Srivastava will assign the SSI Intellectual Property to AVRA or a subsidiary of AVRA. Moreover, the current directors and executive officers will resign, other than Barry Cohen, who will continue as a director and in a new executive capacity, and the designees of the SSI – DE stockholders will be appointed to AVRA’s board of directors and management. Post – Merger, AVRA intends to focus a significant part of its efforts on expanding and further developing the business of SSI-India, which will be an indirect majority-owned subsidiary of AVRA. In addition to customary closing conditions, consummation of the Merger is subject to the following conditions to be satisfied or waived by SSI – DE and Dr. Srivastava at or prior to consummation of the Merger: ● AVRA shall have changed its corporate name to “SS Innovations International, Inc.;” ● AVRA shall have implemented a one for ten reverse stock split: and ● AVRA shall have increased its authorized common stock to 250,000,000 shares. The Merger Agreement, the Merger and the above corporate actions have been approved by AVRA’s board of directors and majority stockholders. They are subject to the filing with and processing of an Issuer Company – Related Action Notification Form with the Financial Industry Regulatory Authority and the filing of appropriate amendments to our Articles of Incorporation with the Florida Secretary of State. 18