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Item 1. Financial Statements

2022-11-30 compared with 2022-11-04 · 404 added, 344 removed, 421 unchanged (64% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

AS ON MARCH 31, 2021

September 30,

CURRENT ASSETS:

1 unchanged sentence

Other prepaid expenses and deposit

Notes Receivables to Acquisition in progress

Total Current Assets

11 unchanged sentences

Notes payable - related party

Promissory notes

Total Current Liabilities

Commitments and contingencies (see Note 8)

STOCKHOLDER’S DEFICIT:

Preferred stock, 5,000,000 shares authorized, $ .0001 par value, none issued or outstanding

Common stock, 100,000,000 shares authorized, $ .0001 par value, 26,746,971 and 25,721,971 issued and outstanding at March 31, 2021, and December 31, 2020 respectively

Common stock liability, 345,480 and 289,697 shares, $ .0001 par value at March 31, 2021 and December 31, 2020, respectively

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, 40,832,322 and 37,848,905 issued and outstanding at September 30, 2022 and December 31, 2021 respectively

Common stock liability, 4,325,639 and 4,265,295 shares, $.0001 par value at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Treasury Stock

Accumulated Deficit

2 unchanged sentences

Total Stockholders’ Deficit

$ ( 759,504 )

$ ( 869,049 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

See accompanying notes to unaudited Condensed Financial

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

FOR THE QUARTERLY PERIOD ENDED MARCH

For the Three Months

For the Nine Months

Ended September 30,

OPERATING EXPENSES:

5 unchanged sentences

Interest Earned

Interest Expense

Fees & Charges

Total Other Income and (Expenses), net

5 unchanged sentences

$ ( 418,209 )

$ ( 1,040,525 )

$ ( 1,130,578 )

Loss per common share - basic and diluted

Weighted average common shares outstanding

- basic and diluted

Weighted average common shares outstanding - basic and diluted

See accompanying notes to unaudited Condensed Financial

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CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021

Common Stock to be Issued

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2022 AND 2021

Stockholders’

1 unchanged sentence

$ ( 8,504,060 )

$ ( 869,049 )

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

2 unchanged sentences

Common stock issued

BALANCE AT MARCH 31, 2022

$ ( 8,584,481 )

Stock based compensation expense

Stock issued for services

Secuity offerings

Common stock issuable for services

Common stock issued

$ ( 170,001 )

BALANCE AT MARCH 31, 2021

$ ( 170,001 )

BALANCE AS AT JUNE 30, 2022

$ ( 8,754,482 )

Stock based compensation expense

Common stock issuable for services

Conversion of debt to equity

Treasury Stock

Common stock issued

( 1,134,220 )

$ ( 790,104 )

BALANCE AS AT SEPTEMBER 30, 2022

$ ( 9,518,586 )

BALANCE AT DECEMBER 31, 2020

2 unchanged sentences

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Stock warrants

Security offerings

Common stock issuable for services

$ ( 170,938 )

Common stock issued

$ ( 300,056 )

3 unchanged sentences

$ ( 759,504 )

See accompanying notes to unaudited Condensed Financial

Stock based compensation expense

Stock issued for services

Secuity offerings

Common stock issuable for services

Common stock issued

$ ( 412,314 )

BALANCE AS AT JUNE 30, 2021

$ ( 7,706,116 )

$ ( 857,933 )

Stock based compensation expense

Common stock issuable for services

Conversion of debt to equity

$ ( 418,209 )

BALANCE AS AT SEPTEMBER 30, 2021

$ ( 8,124,325 )

$ ( 941,496 )

See accompanying notes to unaudited Condensed

Financial Statements.

AVRA MEDICAL ROBOTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE QUARTERLY PERIOD ENDED MARCH

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock compensation expense

Non-cash interest

Changes in operating assets and liabilities:

Prepaid Expenses

Accounts payable and accrued expenses

Accounts payable, notes payable and accrued expenses

Net Cash Used in Operating Activities

INVESTING ACTIVITIES:

Equipment acquisition

Notes receivable

( 1,100,000 )

Investment in Avra Air LLC

Net Cash Used in Investing Activities

( 1,100,000 )

FINANCING ACTIVITIES:

Proceeds from securities offering

Proceeds from exercise of stock options

Proceeds from related party

Proceeds from promissory notes

Proceeds from SBA

Proceeds from securities offering

Net Cash Provided by Financing Activities

12 unchanged sentences

AVRA MEDICAL ROBOTICS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 – COMPANY AND BASIS OF PRESENTATION

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described in Note 1 to the audited financial statements included in the Company’s 2021 Annual Report on Form 10-K (“2021 Form

There have been no significant changes in the Company’s significant accounting policies for the quarterly period ended

March 31, 2021.

There have been no significant changes in the Company’s significant accounting policies for the three and nine months

ended September 30, 2022.

Basis of Presentation

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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 March 31, 2021 and the

results of operations and cash flows for the periods presented.

The results of operations for the quarterly period ended March 31, 2021

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and

the results of operations and cash flows for the periods presented.

The results of operations for the three and nine months ended September

30, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period.

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prepared assuming the continuation of the Company as a going concern.

At March 31, 2021, the Company’s stockholders’ deficit

At September 30, 2022, the Company’s stockholders’ deficit

was $ 222,724 which raises substantial doubt about the Company.

1 unchanged sentence

to cover its operating costs and is dependent on debt and equity financing to fund its operations.

Management of the Company is making

The management of the Company is making

efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect.

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is as follows:

Equipment - 5 years

straight-line

Equipment - 5 years straight-line

Intangible assets continue to be subject to amortization,

99 unchanged sentences

The note matured on December 31, 2019 and was extended to December

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.

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 .

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 .

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 .

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 .

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 .

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 .

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 .

March 1, 2020, the Company entered into a promissory note 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.

will be fully vested as of March 1, 2020.

August 26, 2019, the Company borrowed from its CEO, $ 100,000 under a non-interest-bearing promissory note which matures on December 26,

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 .

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 .

On September 22, 2021, the Company’s CEO,

converted a total of $ 50,000 of notes payable into 384,615 shares of common stock and converted $ 50,000 of accrued salary into 384,615

shares of common stock.

NOTE 4 – PROMISSORY NOTES

During the year ended December 31, 2016, the Company

borrowed $ 480,000 under 7.5 % Convertible Promissory Note Agreements.

The Notes were due September 30, 2017 and bore interest at 7.5 %.

The noteholders had agreed to extend the maturity to October 31, 2017 .

The notes were convertible into common stock of the Company at

$ 0.50 per share in the event of a voluntary conversion on or before an optional prepayment or the maturity date, or (1) the lower of $ 0.50

or (2) a 20 % discount to the effective price per share offering price in the event of a mandatory conversion upon consummation of a “Qualified

Financing”, as defined.

The Company had pledged all assets as security for the notes.

In the event of default, the notes would bear

interest at 12 % per annum.

Based upon the Company’s funding of $ 542,260 ,

a Qualified Financing, a mandatory conversion of the $ 480,000 in principal of Convertible Notes was triggered.

The $ 480,000 in principal

plus accrued interest were converted into 960,000 common shares and three-year Warrants to purchase 144,000 common shares at $ 1.25 per

Also on December 31, 2018, the Company borrowed

an additional $ 15,000 , with interest payable annually at 4 %, maturing on December 31, 2019 .

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.

2 unchanged sentences

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

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

March 11, 2019, the Company borrowed $ 25,000 under a promissory note bearing an annual interest rate of 5 % and which matures on September

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

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.

This note was paid in full on January 16, 2020.

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

The warrant expires in 3 years.

March 29, 2019, the Company borrowed $ 25,000 under a promissory note bearing an annual interest rate of 5 % and which matures on September

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

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.

On August 5, 2022, AVRA entered into a non-binding

letter of intent with Dr.

Sudhir Srivastava (“ Dr.

Sudhir ”), Cardio Ventures Pvt.

Ltd., a Bahamian private limited company

Sudhir 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.

Sudhir (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

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

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 Sudhir, 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.

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.

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.

Sudhir 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.

NOTE 5 – INCOME TAXES

The Company’s deferred tax assets at consist

of net operating loss carry forwards of $ 4,393,785 Using a new federal statutory tax rate of 21 %, the valuation allowance balance as of

March 31, 2021 total of $ 0 .

The increase in the valuation allowance balance for the three months ended March 31, 2021 of $ 26,615 is entirely

attributable to the net operating loss.

The Company’s deferred tax assets at September

30, 2022 consist of net operating loss carry forwards of $ 8,474,185 .

Using a new federal statutory tax rate of 21 %, the valuation allowance

balance as of September 30, 2022, totals $ 0 .

Due to the uncertainty of their realization, no

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The increase in the valuation allowance was the result of increases in the net operating losses discussed above.

the Company’s provision for income taxes is $- 0 - for the three months ended March 31, 2021 and 2020.

At March 31, 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 March 31, 2021 and December 31, 2020, the Company has not recorded

any provisions for accrued interest and penalties related to uncertain tax positions.

the Company’s provision for income taxes is $- 0 - for the nine months ended September 30, 2022, and 2021.

At September 30, 2022 and December 31, 2021, 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 September 30, 2021 and December 31, 2020, the Company

has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company files U.S.

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● 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.

● 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

On April 1, 2019, 95,050 shares at a value ranging

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restricted shares of the Company’s common stock that were previously issued under the Stock Award letter dated August 28, 2019.

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, 1,025,000 shares

at a value ranging from $ 0.89 -$ 1.07 per share were issued for services rendered.

Holders are entitled to one vote for each share

During the second quarter 2021, 378,378 shares

at a value ranging from $ 0.89 -$ 1.02 per share were issued for services rendered.

During the 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.

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

are entitled to one vote for each share of common stock.

No preferred stock has been issued.

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 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 .

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 .

In the third quarter of 2022 the Company raised

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

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.

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 the administration of the Plan.

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

1 unchanged sentence

On August 1, 2019, the Board increased the plan to 10,000,000

shares of common stock.

shares of common stock and in July 2022 increased the plan to 20,000,000 shares of common stock.

For options granted October 1, 2017, the following

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of $ 1.25 per share.

For options granted July 1, 2018, the following

factors were used:

For options granted July 1, 2018, the following factors

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:

expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25

For options granted May 1, 2018, the following factors

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 .

expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25

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 .

price is $ 1.25 .

The exercise price

For the year ended December 31, 2019 and 2018, 210,000

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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 .

will immediately vest, and the Option will expire five years from the date of issuance.

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

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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 March 31, 2021 and 2020, $ 37,674 and $ 126,059 respectively, of expensed stock options has been recorded

as stock-based compensation and classified in general and administrative expense on the Statement of Operations.

The total amount of unrecognized

compensation cost related to non-vested options was $ 217,229 as of March 31, 2021.

This amount will be recognized over a period of 42

months expiring September 30, 2024 .

Except for the options for 8,930,000 shares issued to the CEO, to the Company’s counsel for 115,000 shares,

to the Company’s Chief Medical Officer for 500,000, to the Company’s Chief Strategy Officer for 500,000 shares and to a consultant

for 3,820,000 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 September 30, 2022 and

2021, $ 664,760 and $ 266,746 respectively, for stock based compensation.

During the nine months ended September 30, 2022 and 2021, $ 759,527

and $ 812,381 , respectively, of expensed stock options has been recorded as stock-based compensation on the Statement of Operations.

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;

For options granted May 1, 2018, the following factors

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;

expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25

For options granted July 1, 2018, the following factors

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.

expected term of 3 years, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25

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 yrs, risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 1.25 per share.

For options granted April

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.

3 unchanged sentences

value is $ 0.45 , exercise $ 0.25 , rate 2 %, and volatility 39.73 %.

No options were granted during the first three

months of 2021

Option values are calculated using Black Scholes

with the following inputs:

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

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.

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 %.

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;

rate used was 2 %.

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”)

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 provides that the University will

provide personnel to accomplish the objectives as stated in the Statement of Work over a period extending to September 30, 2017.

May 1, 2016, the research agreement with the University of Central Florida has been 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 has 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 .

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.

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,

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fully vested on August 15, 2016.

On August 1, 2016, the Company entered into a

one-year Employment Agreement with its Chief Financial Officer.

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.

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.

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

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.

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.

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

3 unchanged sentences

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

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.

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

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.

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,

2 unchanged sentences

Effective July, 1, 2020, the Company entered into

an employee agreement with its Chairman and Chief Executive Officer, for a term of 48 months.

an employment agreement with its Chairman and Chief Executive Officer, for a term of 48 months.

The employee’s base salary is $ 15,000

9 unchanged sentences

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.

1,000,000 shares will be fully vested on July 1, 2020.

The Company occupies office and laboratory space

in Orlando, Florida under a lease agreement that expired on July 31, 2018.

1,000,000 shares were fully vested on July 1, 2020.

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

6 unchanged sentences

Company pay insurance, maintenance and taxes with a monthly lease expense of $ 1,474.17 plus applicable sales tax.

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.

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.

NOTE 9 – OTHER MATTERS

13 unchanged sentences

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.

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.

In July, 2021 several holders of stock options

elected to exercise their stock options with a cashless exercise provision resulting in the issuance of 629,375 shares of common stock.

On September 22, 2021, the Company’s CEO,

converted a total of $ 50,000 of notes payable into 384,615 shares of common stock and converted $ 50,000 of accrued salary into 384,615

shares of common stock.

On October 1, 2021, the Company’s CEO, converted

a total of $595,000 of accrued salary into 5,950,000 shares of common stock at a price of $0.10 per share and agreed to receive 450,000

shares of common stock for $45,000 of the remaining salary due for the three months ending December 31, 2021at a price of $0.10 per share.

On October 1, 2021, a former employee now a consultant

elected to convert a total of $ 251,500 of accrued consulting fees into 2,515,000 shares of common stock at a price of $ 0.10 per share,

converted $ 161,500 of accrued salary into 1,615,000 shares of common stock at a price of $ 0.10 per share.

and $ 4,500 of expenses into

45,000 shares of common stock at a price of $ 0.10 per share.

Between October 5, 2021 and December 8, 2021 the

Company sold a total of 2,229,231 shares of common stock at prices ranging between $ 0.13 and $ 0.52 per share.

The Company received proceeds

of $ 315,200 .

On October 1, 2021 the Company issued a total

of 1,500,000 of stock options to consultants with an exercise price of $ 0.25 per option.

On October 1, 2021 the Company issued 50,000 of

stock options to each of its independent Directors with an exercise price of $ 0.25 per option.

On October 1, 2021 the Company issued 350,000

of stock options to its Chief Medical Officer with an exercise price of $ 0.25 per option.

On October 1, 2021 the Company issued a total

of 390,000 of stock options to Company’s CEO with an exercise price of $ 0.25 per option for the extension of loans.

On October 1, 2021 the Company issued a total

of 174,553 shares of common stock to several consultants.

On October 1, 2021 the Company issued 25,000 shares

of common stock to its Chief Medical Officer.

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

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

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

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.

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.

From October 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 ”), Cardio Ventures, Inc., a Delaware corporation

(“ SSI - DE ”) Dr.

Sudhir Srivastava (“ Dr.

Sudhir ”), Cardio Ventures Pvt.

Ltd., a Bahamian private limited company

Sudhir 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.

Sudhir (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

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

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 $ 990,000 (the “ Interim Financing ”).

The Interim Financing is evidenced by

two notes, one for $ 100,000 and one for $ 1,000,000 .

Both are one-year Automatically Convertible Notes made in favor of the Company by

Cardio, Otto and Dr Sudhir, 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

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.

In order to fund the Interim Financing, the Company

offered and sold to two accredited investors, $1,000,000 and $100,000 one-year convertible promissory notes (the “ Convertible

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.

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.

Sudhir 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 .

In September 2022 and thru the date of this document,

the Company sold 1,631,000 shares of common stock at a price of $ 0.25 per share receiving proceeds of $ 407,750 .

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 ”).

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.

A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation preference.

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

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

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;

● 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.

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 1. Financial Statements