What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-11-04 · 17 added, 57 removed, 87 unchanged (46% of the section changed)

12 unchanged sentences

Total Liabilities

Total Stockholders’ Deficit

Total Stockholders’ Equity

To date, the Company has relied on debt and equity

4 unchanged sentences

31, 2022, as compared to year ended December 31, 2021

We had no revenues during

We had no revenue during

the years ended December 31, 2022 and December 31, 2021.

3 unchanged sentences

at UCF’s incubator in Orlando, Florida.

We had compensation expense of $947,237 and $812,190 during year ended 2021 and 2020 respectively.

This includes compensation

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

Compensation Expense.

We had compensation

expenses of $1,135,468 and $947,237 during year ended 2022 and 2021 respectively.

This includes compensation for the management staff

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

General and Administrative Expenses.

5 unchanged sentences

We have earned

$118 during year ended 2021 as compared to a net negative of $(21,754) during 2020.

The net negative number for 2020 is primarily attributable

to investment loss, offset in part by forgiveness of a PPP loan.

$234,594 during the year ended 2022 as compared to $118 during 2021.

The increase in other income is primarily result of origination fees

We incurred a net loss of

1 unchanged sentence

The increase in net loss from 2022 to 2021 is primarily a result

of the increase in General and administrative expenses and compensation expenses.

of the increase in consulting fees, payroll expenses, compensation expenses.

Liquidity and Capital Resources

4 unchanged sentences

development partnerships to assist the Company with its technology development activities.

During the period from inception (February 4,

2015) through December 31, 2019, the Company raised (a) $1,900 from an initial private offering of its common stock in February 2017;

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

shares of common stock at a price of $1.00 per share completed in February 2017;

(d) $542,260 from a private offering of 433,808 shares

of stock in a private offering at a price of $1.25 per share completed in September 2017;

and (e) $20,000 from the private sale of 16,000

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

In March 2019, the Company sold 7.5 Units in a

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

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

of $1.25 per share.

In addition to the foregoing, from December 2018

thru October 2020, the Company obtained sixteen loans from Barry F.

Cohen, our Chief Executive Officer totaling $497,700.

The loans were

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

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

subsequently repaid in full via conversions into restricted company shares or Units including one loan for $100,000 which was used to

exercise a stock option for 1,000,000 shares held by Mr.

On October 26, 2020, AVRA issued an aggregate

256,027 Units (“Units”) at a price of $1.00 per Unit in a private offering (the “Offering”) to four “accredited

investors.” Each Unit consisted of (a) four shares of our common stock (“Shares”);

(b) a three-year warrant to purchase

five Shares at an exercise price of $0.40 per Share;

and (c) a put option of their Membership Units in Avra Air LLC for one share of our

common stock.

As a result of the foregoing, the investors were issued an aggregate of 1,024,108 Shares, warrants to purchase 1,280,135

Shares and put options for 256,027 Shares.

On December 22, 2020 one accredited investor and

the CEO invested $25,000 and $202,700, respectively, into 227,700 Units at a price of $1.00 per Unit in a private offering (the “Offering”).

Each Unit consisted of (a) four shares of our common stock;

and (b) a three-year warrant to purchase five Shares at an exercise price

of $0.40 per Share.

As a result of the foregoing, they were issued an aggregate of 910,800 Shares, and warrants to purchase 1,138,500

The CEO used a total of $202,700 of Notes due to him from the Company to purchase these Units.

On February 10, 2020, AVRA issued an aggregate

235,000 Units (“Units”) at a price of $1.00 per Unit in a private offering (the “Offering”) to four “accredited

investors.” Each Unit consisted of (a) four shares of our common stock (“Shares”);

(b) a three-year warrant to purchase

five Shares at an exercise price of $0.40 per Share.

As a result of the foregoing, the investors were issued an aggregate of 940,000 Shares.

Between October 5, 2021 and December 8, 2021 the

Between October 5, 2021 to 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.

Company received proceeds of $315,200.

During the quarter ended December 31, 2022, the Company issued and

sold 4,401,000 shares of our common stock at $0.25 per share to 21 purchasers in a private offering.

The Company received proceeds of

While we have been successful in raising funds

39 unchanged sentences

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

Quantitative and Qualitative Disclosures

About Market Risk

Quantitative and Qualitative

Disclosures About Market Risk

Not applicable.

2 unchanged sentences

on page F-1 below.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

and Disagreements with Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis