What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-11-04 · 309 added, 750 removed, 828 unchanged (56% of the section changed)

Controls and Procedures .

(a) Disclosure Controls and Procedures

(a) Disclosure Controls and

Management’s Report on Disclosure Controls

and Procedures

Our Chief Executive Officer, as our principal

Executive, Financial and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange

Act ”), as of December 31, 2020, to ensure that information required to be disclosed by us in the reports filed or submitted

by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms

of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Act is accumulated and communicated to our management, including our Chief Executive Officer, as our Principal Executive, Financial and

Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

on that evaluation, our Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, has concluded that as of

December 20, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses

identified and described in Item 9A(b) of this report.

Our Chief Executive Officer, as our principal Executive, Financial

and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),

as of December 31, 2022, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to

ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and

communicated to our management, including our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, or

persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation,

our Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, has concluded that as of December 31, 2022,

our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified

and described in Item 9A(b) of this report.

Our Chief Executive Officer, as our principal

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reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Our Chief Executive Officer, as our Principal

Executive, Financial and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “ Exchange

Act ”), as amended, as of December 31, 2020, to ensure that information required to be disclosed by us in the reports filed or

submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules

and forms adopted by the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by

us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive,

financial and accounting officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required

Based on that evaluation, our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, has concluded

that as of December 31, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level reasonable assurance

level in that:

Our Chief Executive Officer, as our Principal Executive, Financial

and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “ Exchange Act ”), as amended,

as of December 31, 2022, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the SEC, including

to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated

and communicated to our management, including our Chief Executive Officer (our principal executive, financial and accounting officer),

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation,

our Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, has concluded that as of December 31, 2022,

our disclosure controls and procedures were not effective at the reasonable assurance level reasonable assurance level in that:

do not have written documentation of our internal control policies and procedures.

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Their plan of reorganization was confirmed, and the bankruptcy was discharged in December 2016.

Powers holds a professional project

manager credential (PMP);

Powers holds a professional

project manager credential (PMP);

a Bachelor of Science degree in business from Arizona State University;

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business experience makes him a valuable member of our Board of Directors.

Ettore Tomassetti who became a Director

on March 1, 2020, has over fifty-five years of experience in Electromechanical Design and Fabrication, Food Processing, Building Sciences

and Customer Service.

Ettore Tomassetti who became

a Director on March 1, 2020, has over fifty-five years of experience in Electromechanical Design and Fabrication, Food Processing, Building

Sciences and Customer Service.

After several years of Military Service, he went on to managing/directing a variety of service and manufacturing

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Code of Ethics

We have we adopted a Code of Ethics that applies

We have adopted a Code of Ethics that applies

to employees, including our principal executive officer, principal financial officer, or persons performing similar functions.

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in Ann Arbor, and his Doctor of Osteopathic Medicine (D.O.) degree from the Kirksville College of Osteopathic Medicine.

Vipul Patel, M.D.

, is Medical Director

of the Global Robotics Institute at Florida Hospital.

Founder of the Society of Robotic Surgery, Dr.

Patel has personally performed the

most robotic surgeries in the world, 12,000+ robotic prostatectomies.

He is the editor emeritus of The Journal of Robotic Surgery and

editor of the first-ever robotic urology textbook.

He is a professor of urology at the University of Central Florida, College of Medicine

in Orlando, Florida, and a clinical associate professor of urology at Nova Southeastern University, also in Orlando.

He is the founder

of the International Prostate Cancer Foundation and a founding member of the Society of Robotic Surgery.

He serves as an honorary professor

at the University of Milan, Korea University and Ricardo Palma University in Lima, Peru, and was recently made an honorary professor of

the Russian Academy of Science.

Patel received his Bachelor of Science degree in Biological Science from the University of Southern

California, Los Angeles, California and his Medical Degree from Baylor College of Medicine, Houston, Texas.

Juan Jose Badimon, Ph.D.

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State University of New York.

Jochen Binder, M.D.

, was the first

physician worldwide to perform a daVinci® prostate surgery in 2000, and in 2005 Dr.

Binder received Recognition of the First daVinci®

Prostatectomy, European Robotic Urology Symposium ERUS, Geneva.

His live surgeries have been televised via global viewing.

He is a published

author and the subject of many articles and reviews.

He was Chief of the Urology Department at Universitatsklinikum Frankfurt am Main,

Klinik fur Urologie und Kinderurologie and Kantonsspital, Frauenfeld, Switzerland.

He is currently with Klinik Seeschau Kreuzlingen, Klinik

Hirslanden Zurich, Spital Mannedorf and Klinik Uroviva Bulach.

Binder has a Professor Doctorate (PD) from the University of Frankfurt

and received his Medical

Degree from the University of Glessen, Germany.

Members of the medical advisory board are compensated

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University of Cincinnati, and an MBA in finance from Columbia University.

Bijan Safai, M.D., D.Sc.

, was trained in internal

medicine and dermatology at NYU Medical School and completed a fellowship in immunology at Memorial Sloan Kettering Cancer Center (“ MSKCC ”).

He continued his career at MSKCC where he established a dermatology program to include research, education and patient care.

his tenure, he developed programs for the management of various skin cancers, lymphoma of the skin and Kaposi’s Sarcoma.

has a bachelor’s degree from the University of Tehran, Iran, a Medical Degree from Tehran University School of Medicine in Iran

and a Doctor of Medical Sciences (D.Sc.) in immunology from the University of Gutenberg, Sweden.

Members of the scientific advisory board are compensated

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31, 2021, and December 31, 2020.

Name and Principal

Name and Principal Position

Incentive Plan

Executive Officer (1)

Chief Operating Officer

Chief Executive Officer (1)

Farhan Taghizadeh, M.D.,

Chief Medical Officer (2)

Nikhil Shah, M.D.,

Chief Strategy Officer (3)

to a conversion agreement with the Company, $39,000 in accrued but unpaid salary due Mr.

Cohen at December 31, 2017 was converted into

19,500 shares of our common stock in 2018.

As of December 1, 2019 Mr.

Cohen was granted an option for 750,000 shares all vesting immediately.

Cohen’s renewed employment agreement dated July 1, 2021, he was granted an option for 1,000,000 shares all vesting immediately.

On September 22, 2021, Mr.

Cohen agreed to convert $50,000 of his accrued but unpaid salary from prior years in shares at $0.13 per share.

On October 1, 2021, Mr.

Cohen agreed to convert all his accrued but unpaid salary and the balance of his 2021 salary thru the end of

the calendar year in shares at $0.10 per share.

As a performance bonus and in return for foregoing all of his calendar year 2022 salary,

Cohen was issued an option for 5,400,000 common shares with an exercise price of $0.10 per share all vesting immediately.

2022 the Board issued 2,060,000 shares as a performance bonus to Mr.

Cohen and the Company canceled its employment agreement dated July

1, 2020, with Mr.

Cohen, by paying him the balance of payments due per such agreement through the end of the agreement’s term.

Taghizadeh became the Company’s Chief Medical Officer on September 15, 2017, at which time he was awarded a grant of 20,000 shares

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option for 350,000 shares, vesting in equal monthly installments over 36 months.

Shah became our Chief Strategy Officer on March 1, 2018, at which time he was awarded a stock grant of 300,000 shares, with 60,000 of

those shares vesting on each yearly anniversary of his employment date, as long as he remains employed by the Company.

On May 1, 2018,

Shah was awarded an option for 250,000 shares of common stock under our 2016 Incentive Stock Plan vesting in equal monthly installments

over 36 months.

On April 15, 2019, Dr.

Shah was awarded a stock grant of 300,000 shares, with 100,000 of those shares vesting on each

yearly anniversary of the award date, as long as he remains employed by the Company.

Shah was granted an option for 108,000 shares

on March 1, 2020 vesting in equal monthly installments over 36 months.

Shah stepped down as an executive officer effective March

1, 2020, but has continued as our Chief Strategy Officer in an advisory capacity.

On October 1, 2021 Dr.

Shah was awarded an option for

200,000 shares, vesting in equal monthly installments over 36 months.

On July 1, 2022, Dr.

Taghizadeh was awarded an option

for 500,000 shares, vesting in equal monthly installments over 36 months.

All his options’ vesting accelerated due to the pending

merger with SS Innovations, Inc.

Employment and Service Agreements

The Company is party to an employment agreement

with Barry F.

Cohen, its Chief Executive Officer.

Cohen’s employment agreement currently expires June 30, 2024 and provides

for a base salary currently set at $15,000 per month.

The employment agreement also provides for reimbursement of other reasonable business

expenses incurred by Mr.

Cohen in the performance of his duties and contains confidentiality and non-competition provisions.

party to “ at will ” service agreements with our Chief Medical Officer, Dr.

Farhan Taghizadeh and our Chief Operating

Officer, Ray Powers.

The Company was party to an employment agreement with Barry F.

its Chief Executive Officer.

Cohen’s employment agreement was set to expire in June 30, 2024 and provided for a base salary

of $15,000 per month.

The employment agreement also provided for reimbursement of other reasonable business expenses incurred by Mr.

in the performance of his duties and contains confidentiality and non-competition provisions.

In December 2022 the Board cancelled the

employment agreement with Mr.

Cohen and in return paid him the balance of payments due per such agreement through the end of its term.

Cohen agreed to continue to act and perform fully in his role of CEO through the closing of the planned merger with CardioVentures,

We are also party to “ at will ” service agreements with our Chief Medical Officer, Dr.

Farhan Taghizadeh and our

Chief Operating Officer, Ray Powers.

Outstanding Equity Awards at Fiscal Year-End

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have not vested

Ray Powers (1)

Farhan Taghizadeh, M.D.

Powers exercised 75,000 options on July 27,

Taghizadeh exercised 36,000 options on July

Shah stepped down as an executive officer

effective March 1, 2020.

Shah exercised 102,361 options on July 27, 2021.

Compensation of Directors

On March 1, 2020 our Director Mr.

Peter Carnegie

resigned and was replaced on the same date by Mr.

Ettore Tomassetti.

On March 1, 2020 both of our Independent Directors

received an Option for 36,000 restricted common shares of our Company with an exercise price of $0.25 per share and vesting equally over

On October 1, 2021 both of our Independent Directors

received an Option for 50,000 restricted common shares of our Company with an exercise price of $0.25 per share and vesting equally over

received on Option for 50,000 restricted common shares of our Company with an exercise price of $0.25 per share and vesting equally over

During the quarter ended December 31, 2022, 25,000 shares of restricted

common stock were issued to each of Ettore Tomassetti and Alen York, in consideration for their services as members of the Board.

2016 Incentive Stock Plan

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under the 2016 Plan, exercisable at prices ranging from of $0.10 to $2.00 per share and 3,003.239 shares in stock grants.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

The following table sets forth, as of the date

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Percentage of

Avra Acquisitions, LLC

Ray Powers (2)

Ray Power (2)

Farhan Taghizadeh , M.D.

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All directors and executive officers as a group (five persons)

Includes shares issuable upon the exercise of options within sixty (60) days of the date of this prospectus.

Less than 1%.

shares issuable upon the exercise of options within sixty (60) days of the date of this prospectus.

23,707,611 shares owned by Mr.

Cohen directly of which 8,319,000 are shares issuable upon the exercise of stock options, and 908,700

shares held by Avra Acquisitions, LLC of which Mr.

Cohen is managing member and over which shares Mr.

Cohen exercises voting and dispositive

Cohen directly, and 883,700 shares held by Avra Acquisitions, LLC of which Mr.

Cohen is managing member

and over which shares Mr.

Cohen exercises voting and dispositive control.

89,444 shares owned by Dr.

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14,818,777 shares (1)

Represents shares of common stock under the 2016 Plan.

Certain Relationships and

Related Transactions, and Director Independence.

(1) Represents

shares of common stock under the 2016 Plan.

Relationships and Related Transactions, and Director Independence.

Related Party Transactions

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“ Executive Compensation— Employment Agreement ” for a description of this agreement.

During 2018, compensation owed the late A.

Schauer, and former director for the period from January 1, 2018, until his resignation as an executive officer on February 28, 2018,

was converted into 9,000 shares of our common stock during 2018.

In December 2018, the Company obtained loans from

Christian Schauer, our former Chief Financial Officer and a non-affiliated shareholder, in the principal amounts of, $20,000

and $15,000, respectively.

The loans were due December 31, 2019 and did not bear interest, other than the loan obtained from the non-affiliated

shareholder, which bore interest at the rate of 4% per annum, payable upon maturity.

In December 2019, the loan from Mr.

Schauer was converted

into 13,334 shares of our common stock, and the non-affiliated shareholder loan was repaid in full.

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, totaling 1,195,415 restricted common shares and warrants

to purchase 1,013,500 restricted common shares, and one loan for $100,000 was used to exercise an Option for 1,000,000 shares granted

under our 2016 Plan to Mr.

On April 15, 2019 Dr.

Shah, the Company’s

Chief Strategy Officer, was issued a performance bonus in the form of a stock grant under the 2016 Plan, in the amount of 300,000 shares

of our common stock per a vesting schedule.

100,000 shares vest on each yearly anniversary of the grant.

On December 1, 2019 the Board of Directors issued

a bonus to Mr.

Cohen as allowed under his Employment Agreement in the form of an option to purchase 750,000 shares of the Company’s

common stock at an exercise price of $1.00.

In March 2020 the Company issued a total of 389,000

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

In December 2020 the Company issued a total of 390,000

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

In July 2021 the Company issued a total of 90,987

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stock options to the Company’s Independent Director, Ettore Tomassetti, with an exercise price of $0.25 per option.

Cohen’s renewed employment agreement

dated July 1, 2021, he was granted an option for 1,000,000 shares all vesting immediately.

On September 22, 2021, Mr.

Cohen agreed to

convert $50,000 of his accrued but unpaid salary from prior years in shares at $0.13 per share.

On October 1, 2021, Mr.

Cohen agreed to

convert all his accrued but unpaid salary and the balance of his 2021 salary thru the end of the calendar year in shares at $0.10 per

As a performance bonus and in return for foregoing all of his calendar year 2022 salary, Mr.

Cohen was issued an option for 5,400,000

common shares with an exercise price of $0.10 per share all vesting immediately.

In December 2022 the Board issued 2,060,000 shares as

a performance bonus to Mr.

Cohen and the Company canceled its employment agreement dated July 1, 2020 with Mr.

Cohen, by paying him the

balance of payments due per such agreement through the end of the agreement’s term.

Review, Approval and Ratification of Related

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is our current independent registered public accounting firm and was such for the years ended December 31, 2022 and December 31, 2021.

Aggregate audit fees billed by Borgers for the

years ended December 31, 2021 and December 31, 2020 was $37,000.

Aggregate audit fees billed by Borgers for the years ended December

31, 2022 and December 31, 2021 were $68,400 and $41,160, respectively.

Audit-Related Fees

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

There were no tax fees billed by Borgers for

the years ended December 31, 2021 and December 31, 2020.

There were no tax fees billed by Borgers for the

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

Pre-Approval Policy

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Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2021 and December 31, 2020

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

Statement of Cash Flows for the years ended December 31, 2021 and December 31, 2020

Statement of Shareholders’ Deficit for the years ended December 31, 2021 and December 31, 2020

Balance Sheets at December 31, 2022

and December 31, 2021

Statements of Operations for the years ended December 31, 2022 and December 31, 2021

Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Statements of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021

Notes to Financial Statements

(2) Financial

Statement Schedules.

(2) Financial Statement Schedules.

are omitted because the information required is not applicable or the required information is shown in the financial statements or notes

Financial Statement Schedules are omitted

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

(3) Exhibits.

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Unsecured Promissory Note dated August 26, 2019, made by the Company in favor of Barry F.

Certification by Chief Executive Officer and Chief Financial Officer (4)

Merger Agreement with CardioVentures, Inc., dated November 7, 2022 (4)

Section 302 Certification by Chief Executive Officer and Chief Financial Officer (5)

Certification by Chief Executive Officer and Acting Chief Financial Officer (5)

Inline XBRL Instance Document.

Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

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333-234060) and incorporated herein by reference.

Filed as an exhibit to the registrant’s Current Report on Form

8-K dated November 7, 2022 and incorporated herein by reference.

Filed herewith.

Management compensation plan or arrangement.

WHAT OTHER EXHIBITS SHOULD WE FILE?

compensation plan or arrangement.

Form 10-K Summary.

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AVRA MEDICAL ROBOTICS, INC.

November 3, 2022

March 31, 2023

Cohen, Chief Executive Officer and

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Chief Executive Officer,

November 3 , 2022

Acting Chief Financial

Officer and Director

March 31, 2023

Acting Chief Financial Officer and Director

(Principal Executive, Financial and Accounting Officer)

/s/ Alen Sands York

November 3, 2022

March 31 , 2023

Alen Sands York

/s/ Ettore Tomassetti

November 3, 2022

March 31 , 2023

Ettore Tomassetti

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Statement of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Statement of Shareholders’ Deficit for the years ended December 31, 2021 and December 31, 2020

Statement of Shareholders’ Equity for the years ended December 31, 2022 and December 31, 2021

Notes to Financial Statements

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/S/ BF Borgers CPA PC

BF Borgers CPA PC

PCAOB ID 5041

BF Borgers CPA PC (PCAOB ID 5041 )

We have served as the Company’s auditor since

October 31, 2022

March 31, 2023

AVRA MEDICAL ROBOTICS, INC.

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CURRENT ASSETS:

and cash equivalents

prepaid expenses and deposit

Current Assets

Equipment, net

Investment in Avra Air LLC

Other Assets, net

AND STOCKHOLDERS’ DEFICIT

payable - related party

Cash and cash equivalents

Other prepaid expenses and deposit

Notes Receivables – Acquisition

Total Current Assets

Accumulated depreciation

Total Equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

and contingencies (see Note 8)

STOCKHOLDERS'

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

Accounts payable

Accrued compensation

Accrued expenses

Accrued interest

Notes payable - related party

Promissory notes

Total Current Liabilities

Commitments and contingencies (see Note 8)

STOCKHOLDERS’ EQUITY:

Preferred stock, 5,000,000 shares authorized, $ .0001 par value, non-issued or outstanding

Common stock, 100,000,000 shares authorized, $ .0001 par value, 53,887,738 and 37,848,905 issued and outstanding at December 31, 2022 and December 31, 2021 respectively

Common stock liability, 4,265,295 and 289,697 shares, $.0001 par value at December 31, 2021 and December 31, 2020, respectively

paid in capital

$ ( 8,478,060 )

Common stock Issuable, 0 and 4,265,295 shares, $ .0001 par value at December 31, 2022 and December 31, 2021, respectively

Additional paid in capital

Treasury stock

Accumulated deficit

$ ( 10,691,071 )

Stockholders' Deficit

$ ( 8,478,060 )

LIABILITIES AND STOCKHOLDERS' DEFICIT

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of

these financial statements.

these financial statement

AVRA MEDICAL ROBOTICS, INC.

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OTHER INCOME AND (EXPENSES)

Gain on forgiveness of PPP Loan

Investment Loss

Interest Earned

Interest Expense

Interest Expenses

Origination Fees

Total Other Income and (Expenses), net

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Investment loss

Gain on forgiveness of PPP Loan

Non-cash interest

Changes in operating assets and liabilities:

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$ ( 1,435,841 )

$ ( 363,034 )

INVESTING ACTIVITIES:

Website costs

Equipment acquisition

Notes Receivables - Acquisition

$ ( 3,000,000 )

Investment in Avra Air LLC

Net Cash Used in Investing Activities

$ ( 3,000,000 )

FINANCING ACTIVITIES:

Proceeds from notes payable related party

Proceeds from promissory notes

Proceeds from SBA

Repayment of Promissory note

$ ( 145,000 )

Proceeds from 7% convertible Promissory note

Proceeds from private placement

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(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

$ ( 945,590 )

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

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Non-cash investing activities:

Cash paid for interest

Cash received for interest

Non-cash financing activities:

Equipment acquisition included in accounts payable

Related party note payable converted into common stock

Promissory note converted into common stock

Stock issued for investment acquisition

Reduction of account payable and equipment

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AVRA MEDICAL ROBOTICS, INC.

STATEMENT OF SHAREHOLDERS’

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31,

Common Stock Issuable

Shareholders’

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Stock based compensation expense

Stock warrants

Stock issued for services

Exercise of stock options

Common stock issuable for services

$ ( 153,639 )

Conversion of debt to equity

Security Offerings

Stock issued for services

Private Placement

Purchase of Investment

Treasury stock

Common stock issued

$ ( 512,075 )

$ ( 1,484,313 )

BALANCE AT DECEMBER 31, 2020

$ ( 1,484,313 )

BALANCE AT DECEMBER 31, 2021

$(8,504 ,060)

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Common stock issuable for services

Conversion of debt to equity

Security Offerings

Stock issued for services

Private Placement

$ ( 125,599 )

Treasury stock

3 unchanged sentences

$ ( 2,213,012 )

BALANCE AT DECEMBER 31, 2022

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

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

At December 31, 2022, the Company’s stockholders’ equity

was $ 320,231 which raises substantial doubt about the Company.

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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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31, 2022 and 2021, $ 0 and $ 147,460 , respectively, were in excess of the FDIC insured limit.

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

The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S.

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.

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.

Revenues are recognized when control of the promised

goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be

recognized as it fulfills its obligations under each of its agreements:

Identify the contract(s) with customers

Identify the performance obligations in

Determine the transaction price

Allocate the transaction price to performance

Recognize revenue when the entity satisfies

a performance obligation

As the Company had no business operations during

the year ended December 31, 2021 and 2020 we have not identified specific planned revenue streams.

During the year ended December 31, 2021 and 2020,

we did not recognize any revenue.

Equipment is recorded at cost and depreciated

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After making several payments, the Company settled with the vendor

due to issues with equipment, and was relieved of the $ 25,000 balance owed as of first quarter 2020.

due to issues with the equipment and was relieved of the $ 25,000 balance owed as of first quarter 2020.

The total amount paid of $ 50,000

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During the year 2022, there is no addition.

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 is recorded at cost and it has been fully

amortized during the year.

The Company originally designed a website in February 2018 for a total cost of $ 36,000 out of which $ 14,400

was paid via bank transfer and the balance was paid by issuing 24,000 shares.

In 2019, the company incurred a small expense of $ 121.93

which was paid via bank transfer.

$ 36,000 has been amortized using the straight-line method over its estimated life of 3 years, and $ 121.93

is amortized in this year.

Long-lived Assets

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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.

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.

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.

The Company accounts for income taxes pursuant

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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).

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.

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

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, 2022.

NOTE 3 – INVESTMENT

On November 6, 2020, AVRA made an investment (the

“Investment”) of $ 210,000 in Avra Air, LLC which was made with $ 40,000 in cash and the balance by the issuance to Avra Air,

LLC of 472,222 restricted common shares of AVRA valued at $ 0.36 per Share.

In exchange for the Investment AVRA received (a) a 49.8 % limited

liability company membership interest in Avra Air, LLC;

and (b) the remaining 50 % of a vehicular air sterilization provisional patent

that AVRA did not yet control.

In addition, AVRA agreed to pay Avra Air, LLC a royalty payment of $ 1.50 per vehicular air sterilization

kit for two years from the date that a first kit that uses the patent is sold.

On December 22, 2020, the Company issued 472,222 shares

of its common stock towards its acquisition of Avra Air.

Investment in Avra Air- LLC was reduced by $ 12,150

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NOTE 4 – 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

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 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 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 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 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 August 21, 2020, the Company borrowed from its CEO, $ 17,700

under a non interest bearing promissory note which matures on December 31, 2020 (see below).

On October 19, 2020, the Company borrowed

from its CEO, $ 11,500 under a non interest bearing promissory note which matures on December 31, 2021 .

On December 22, 2020, these notes

totaling $ 202,700 , totaling 202,700 units were all converted into 810,800 shares of common shares and a warrant was issued for 1,013,500

shares with an exercise price of $ 0.40 /share.

On May 4, 2020, the Company borrowed from its

CEO, $ 2,500 .

On June 1, 2020, the Company borrowed from its CEO, $ 4,000 .

On June 30, 2020, the Company borrowed from its CEO, $ 5,000 .

On July 15, 2020, the Company borrowed from its

CEO, $ 2,000 .

On July 20, 2020, the Company borrowed from its CEO, $ 1,000 .

On August 7, 2020, the Company borrowed from its CEO, $ 1,200 .

On August 21, 2020, the Company borrowed from its CEO, $ 2,000 .

On August 21, 2020, the Company entered into a non interest bearing promissory

note with the total above combined funds of $ 17,700 which matures on December 31, 2020 .

This note was then part of the December 22, 2020

conversion (see above).

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 then subsequently

extended to December 31, 2021 , and on September 22, 2021 the note was converted into 384,615 shares of common stock.

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 then subsequently extended to December 31, 2021 , and on September 22, 2021 the note was converted into 384,615 shares

of common stock...

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 then subsequently extended to December 31, 2021 and then was further extended to

December 31, 2022.

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 December 22, 2020, these notes’ maturity date was extended to December 31, 2021, then was subsequently extended

to December 31, 2022.

As an incentive for extending theses notes the Company issued an option for 390,000 common shares with an exercise

price of $ 0.25 /share.

On August 26, 2019, the Company borrowed from

its CEO, $ 100,000 under a non interest bearing promissory note which matured on December 26, 2019 .

On January 5, 2020, the related party

used his $ 100,000 note to exercise his 1,000,000 options to purchase 1,000,000 shares of the Company’s common stock at $ 0.10 per

During the year ended December 31, 2020 the Company

received a Payroll Protection Loan (PPP Loan) in the amount of $ 4,630 .

Prior to December 31, 2020 the Company received forgiveness on

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.

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

NOTE 5 – 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

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

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 October 31, 2020.

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

During the years ended 2021 and 2022, 1,175,000

and 1,175,000 warrants, were valued at $ 471,825 and $ 912,489 using a black-scholes pricing model and expensed as stock compensation, respectively.

and zero warrants with a price of $ 0.78 per warrant for 2021, were valued at $ 912,489 and $ 0.00 using a black-scholes pricing model and

expensed as stock compensation, respectively.

NOTE 6 – MERGER

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 $ 4,000,000 (the “ Interim Financing ”).

Interim Financing is evidenced by

six notes - $ 1,000,000 , $ 100,000 , $ 500,000 , $ 500,000 , $ 900,000 , and $ 1,000,000 .

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 % on $ 2,000,000 and 6 % on the balance.

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 condition.

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 may 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 (maturity date 08-15-2023),

$500,000 (maturity date 10-26-2023), and $500,000 (maturity date 12-01-2023) to one accredited investor and $100,000 (maturity date 09-10-2023),

$900,000 (maturity date 11-23-2023), and $1,000,000 (maturity date 12-29-2023) 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 7 – INCOME TAXES

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tax returns in jurisdictions with varying statutes of limitations.

NOTE 7 – 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;

● 19,500 and 13,500 Shares, at a value of $ 2.00 per Share, to Barry F.

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.

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 to its CEO under a Stock Award letter dated August 28,

On November 6, 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 0.00008749_% limited liability company membership interest in Avra Air,

LLC (“Avra Air”), a development stage company, which interest may be put to the Company at the option of the investor for

a period of two years from issuance, in exchange for one Share.

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 a 22.4% limited liability company membership interest in Avra Air, LLC.

On October 26, 2020, the Company received a commitment

to sell 135,000 units for $ 135,000 .

A $ 25,000 promissory note plus accrued interest of $ 1,027 was converted towards the commitment for

26,027 units (this amount is included above).

On November 6, 2020, AVRA issued an aggregate

of 321,489 Shares as follows:

● 10,000 Shares to its Director Arthur Tomassetti per his prior advisory agreement;

● 220,489 Shares to seven consultants, advisors, and service providers for services rendered through November 1, 2020;

● 70,000 Shares to Farhan Taghizadeh, M.D., AVRA’s Chief Medical Officer, for services thru November 1, 2020;

● 21,000 Shares for a stock option exercised by an investor at an exercise price of $ 0.10 per Share.

During 2020, the Company’s CEO converted

$ 302,700 of its notes payable into 1,810,800 shares of common stock.

On December 22, 2020, the Company issued 472,222

shares of its common stock towards its acquisition of Avra Air (See Note 3).

NOTE 8 – STOCKHOLDERS’ EQUITY

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 .

During the first quarter 2021, 1,025,00 shares

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of common stock to its Chief Medical Officer.

On December 1, 2022, 10,000 shares of restricted

common stock are issued for services to Farhan Taghizadeh, per his employment agreement dated September 15, 2020.

Holders are entitled to one vote for each share

6 unchanged sentences

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 .

price is $ 1.25 .

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 .

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

At December 31, 2020 and 2019 options representing

4,327,167 shares and 3,276,667 shares were vested or exercisable, respectively.

All options issued to-date expire after five years

from the issue date.

Except for the option for 1,779,000 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.

The Board is responsible for the administration of the

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.

Our board of directors and majority shareholders in July 2022, approved a subsequent increase in

the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock.

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 years ended December 31, 2021 and 2020, $ 159,949 and $ 412,788 , 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 $ 94,955 as of December 31, 2021.

This amount will be recognized over a period of 33

months expiring September 30, 2024 .

The grant date fair value of options granted during

the year of 2018 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 %;

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

The grant date fair value of options granted during

the year of 2019 were estimated on the grant date using the Black-Scholes model with the following assumptions:

For options granted February

Volatility 50.58 %, term 3yrs , risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $ 2.00 per share.

options granted April 1, 2019:

Volatility 48.52 %, term 3yrs, 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 3yrs , 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 3yrs , 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 3yrs ,

risk-free interest rate of 2.00 %, dividend yield of 0 % and exercise price of $1.00 per share.

For the warrants granted on October 26, 2020 the

fair market value used was $ 0.40 , exercise $ 0.40 , rate 2 %, and volatility 44.35 %.

The warrants granted on December 22, 2020:

value used was $ 0.468 , exercise $0.40, rate 2 %, and volatility 71.79%.

For the options granted on December 22 2020 the fair market value

used was $ 0.468 , exercise $ 0.25 , rate 2 %, and volatility 71.79 %.

For the warrants granted on January 26 2021 the fair market value used

was $ 0.980 , exercise $ 0.40 , rate 2 %, and volatility 106.16 %.

with FASB ASC Topic 718-10-55-136., 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

During the years ended December 31, 2022 and 2021, $ 679,612 and $ 159,949 , respectively, of expensed stock options has been

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

On October 1, 2021 the Company issued a total

6 unchanged sentences

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

On June, 2022 the Company issued 150,000 stock

options to a consultant with an exercise price of $ 0.10 per option.

This option ceased vesting upon the departure of the consultant

in September 2022.

On July 1, 2022 the Company issued 500,000 stock

options to its Chief Medical Officer with an exercise price of $ 0.10 per option.

On July 1, 2022 the Company issued 3,020,000 stock

options to consultants with an exercise price of $ 0.10 per option.

On July 1, 2022 the Board issued 5,400,000 stock

options to the CEO as a performance bonus and in return for his foregoing all of his 2002 calendar year salary.

Expected volatilities are based on the average

4 unchanged sentences

NOTE 10 – COMMITMENTS

Intellectual property

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.

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.

The Company agreed to extend funding of $ 163,307

from AVRA’s existing funds.

The Company 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

year ended December 31, 2019.

For the years ended, December 31, 2021 and 2020,

$-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

Additionally, a $ 68,952 matching funds grant from the Florida High Tech Corridor Council (FHTCC) was approved on July 16, 2016

which would 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

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.

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 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

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.

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 employee 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.

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.

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

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

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.

On April 30, 2020, the rent due under our lease agreement had been reduced by 50 % for the months of April and

On July 17, 2020, 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.

In December 2022 the Company canceled its employment agreement dated

July 1, 2021 with Mr.

Cohen, by paying him the balance of payments due per such agreement through the end of the agreement’s term.

Cohen agreed to continue in an active role as Chairman and CEO of the Company thru the date of closing of its planned merger with

SS Innovations, Inc.

On July 17, 2020, 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

Effective November 1, 2022 the Company signed

and amendment which further modified the August 1, 2020 agreement, reducing the monthly lease expense to $ 404.68 including applicable

Either party may cancel the agreement at any time

with 30 days’ notice.

NOTE 10 – 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

carry back 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 11 – 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

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

Sudhir Srivastava (“ Dr.

Srivastava ”), Cardio Ventures Pvt.

Ltd., a Bahamian private limited company of which

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

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 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 %.

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 Notes ”).

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.

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 .

As described earlier in this filing, $ 4,000,000

was raised as part of the Interim Financing Notes in 2022.

An additional $ 1,000,000 in Notes from one of the two existing Note Holders

was raised on February 2, 2023.

From January 1, 2023, through the date of this

filing, the Company sold 670,000 shares of common stock at a price ranging from $ 0.25 to $ 0.45 per share receiving proceeds of $ 189,500 .

On January 27, 2023, the CEO and one individual

exercised their stock options via a net cashless exercise resulting in the issuance of 9,678,437 shares.

On January 27, 2023, the CEO exercised his warrant

via a net cashless exercise resulting in the issuance of 595,562 shares.

On February 24, 2023, two investors exercised

their warrants resulting in the issuance of 600,000 shares and proceeds of $ 240,000 to the Company.

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

What changed 10-K

Item 9A. Controls and Procedures