What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-30 · 343 added, 648 removed, 88 unchanged (92% of the section changed)

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

3 unchanged sentences

Other prepaid expenses and deposit

Notes Receivables – Acquisition

Total Current Assets

1 unchanged sentence

Total Equipment, net

Investment in Avra Air LLC

Accumulated amortization

Total Other Assets, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses

Notes payable - related party

Accrued interest

Promissory note

Total Current Liabilities

Commitments and contingencies (see Note 8)

STOCKHOLDERS’ DEFICIT:

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

STOCKHOLDERS’ EQUITY:

Common stock, 100,000,000 shares authorized, $.0001 par value, 65,443,337 and 53,887,738 issued and outstanding at March 31, 2023 and December 31, 2022 respectively

Common stock liability, 4,398,529 and 42,65,295 shares, $.0001 par value at March 31, 2022 and December 31, 2021, respectively

Additional paid in capital

Treasury stock

Accumulated deficit

1 unchanged sentence

$ ( 10,691,071 )

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes to unaudited Condensed Financial Statements.

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to unaudited Condensed Financial

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

8 unchanged sentences

Interest Earned

Origination Fees

Interest Expense

1 unchanged sentence

Loss before Income Taxes

( 2,004,320 )

Provision for Income Taxes

2 unchanged sentences

Weighted average common shares outstanding - basic and diluted

accompanying notes to unaudited Condensed Financial Statements.

See accompanying notes to unaudited Condensed Financial

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED STATEMENT OF STOCKHOLDERS'

FOR THE THREE MONTHS ENDED MARCH 31,

2022 AND 2021

Common Stock to be Issued

Stockholders’

CONDENSED STATEMENT OF STOCKHOLDERS’ (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND

Additional Paid-In

Total Stockholders’

BALANCE AT DECEMBER 31, 2022

3 unchanged sentences

Stock issued for services

Security offerings

Treasury stock

Common stock issuable for services

Common stock issued

$ ( 2,004,320 )

BALANCE AT MARCH 31, 2023

2 unchanged sentences

$ ( 8,478,060 )

$ ( 869,049 )

Stock based compensation expense

1 unchanged sentence

Stock issued for services

Security offerings

Common stock issuable for services

Common stock issued

$ ( 300,056 )

Treasury stock

Common stock issuable for services

BALANCE AT MARCH 31, 2022

$ ( 8,558,481 )

$ ( 759,504 )

accompanying notes to unaudited Condensed Financial Statements.

See accompanying notes to unaudited Condensed Financial

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

6 unchanged sentences

Stock compensation expense

Stock issued for services

Non-cash interest

Investment loss

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

1 unchanged sentence

INVESTING ACTIVITIES:

Notes Receivables - Acquisition

( 2,000,000 )

Equipment acquisition

Net Cash Used in Investing Activities

( 2,000,000 )

FINANCING ACTIVITIES:

Proceeds from securities offering

Proceeds from related party

Proceeds from promissory notes

Repayment of warrants

Proceeds from 7 % convertible promissory note

Net Cash Provided by Financing Activities

10 unchanged sentences

Reduction of account payable and equipment

accompanying notes to unaudited Condensed Financial Statements

MEDICAL ROBOTICS, INC.

TO FINANCIAL STATEMENTS

1 – COMPANY AND BASIS OF PRESENTATION

See accompanying notes to unaudited Condensed Financial

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

(the “Company” or “AVRA”) was incorporated as AVRA Surgical Microsystems, Inc.

State of Florida on February 4, 2015.

Effective November 5, 2015, the Company’s corporate name was changed to AVRA Medical Robotics,

The Company was established to develop advanced medical surgical devices.

The Company is structured to invest in four principal

areas – surgical robotic systems, surgical tools, implantable devices and surgical robotic training.

significant accounting policies of AVRA were described in Note 1 to the audited financial statements included in the Company’s

2021 Annual Report on Form 10-K (“2021 Form 10-K”).

There have been no significant changes in the Company’s significant

accounting policies for the quarterly period ended March 31, 2022.

of Presentation

accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally

accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations

of the Securities and Exchange Commission.

Therefore, they do not include all information and footnotes normally included in annual

consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included

in the 2021 Form 10-K for the year ended December 31, 2021.

In the opinion of the Company’s management, the accompanying unaudited

condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial

position of the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented.

The results of

operations for the quarterly period ended March 31, 2022, are not necessarily indicative of the operating results for the full fiscal

year or any future period.

accompanying financial statements have been prepared assuming the continuation of the Company as a going concern.

At March 31, 2022,

the Company’s stockholders’ deficit was $ 89,146 which raises substantial doubt about the Company.

The Company has not yet

established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund

its operations.

Management of the Company is making efforts to raise additional funding until a registration statement relating to an

equity funding facility is in effect.

While management of the Company believes that it will be successful in its capital formation and

planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful

in the development and commercialization of the products it develops or initiates collaboration agreements thereon.

The accompanying

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of

assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – COMPANY AND BASIS OF PRESENTATION

SS Innovations International, Inc.

(the “ Company ”

or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc.

in the State of Florida on February 4, 2015.

November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc.

The Company was established to develop

advanced medical surgical devices.

The Company is structured to invest in four principal areas – surgical robotic systems, surgical

tools, implantable devices and surgical robotic training.

On April 14, 2023, a wholly-owned subsidiary of

the Company merged with CardioVentures, Inc., a Delaware corporation, which is the indirect parent of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies.

As a result of

such transaction, a “ change in control ” of the Company took place.

In addition, among other matters, the Company changed

its name to “ SS Innovations International, Inc.

” and implemented a one for ten reverse stock split.

The financial statements,

financial information and share and per share information contained in this report only reflect the operations of the Company prior to

the acquisition and do not give pro forma effect to the reverse stock split.

The significant accounting policies of SSII were

described in Note 1 to the audited financial statements included in the Company’s 2022 Annual Report on Form 10-K .

There have been

no significant changes in the Company’s significant accounting policies for the quarterly period ended March 31, 2023.

Basis of Presentation

The accompanying unaudited condensed financial

statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”)

for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission.

they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in

conjunction with the consolidated financial statements and notes thereto included in the 2022 Form 10-K for the year ended December 31,

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, 2023, and the

results of operations and cash flows for the periods presented.

The results of operations for the quarterly period ended March 31, 2023,

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

Going Concern

The accompanying financial statements have been

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

At March 31, 2023, the Company’s stockholders’ equity

was $ 347,414 which raises substantial doubt about the Company.

The Company has not yet established an ongoing source of revenues sufficient

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

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.

While management

of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance

that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products

it develops or initiates collaboration agreements thereon.

The accompanying financial statements do not include any adjustments to reflect

the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may

result from the possible inability of the Company to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the

reporting period.

Actual results could differ from those estimates made by management.

and Cash Equivalents

Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments

purchased with a maturity of three months or less to be cash and cash equivalents.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.

The Company maintains

its principal cash balance in a financial institution.

These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to $ 250,000 .

At March 31, 2022, $ 0 were in excess of the FDIC insured limit respectively.

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

Revenue from Contracts with Customers (Topic 606).

The ASU and all subsequently issued clarifying ASUs replaced most existing revenue

recognition guidance in U.S.

The ASU also required expanded disclosures relating to the nature amount, timing, and uncertainty

of revenue and cash flows arising from contracts with customers.

The Company adopted the new standard effective January 1, 2018, the

first day of the Company’s fiscal year.

For these reasons, the adoption of this ASU did not have a significant impact on the Company’s

financial statements

January 1, 2018, the Company adopted guidance issued by the FASB regarding recognizing revenue from contracts with customers.

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

is recorded at cost and depreciated using the straight-line method at rates determined to estimate the useful lives of the assets.

annual rates used in calculating depreciation is as follows:

- 5 years straight-line

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

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.

is recorded at cost and amortized using the straight-line method over its estimated life of 3 years.

accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability

when events or changes in circumstances indicate that their carrying amount may not be recoverable.

Circumstances which could trigger

a review include, but are not limited to :

Cash and Cash Equivalents

The Company considers all cash on hand, cash accounts

not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months

or less to be cash and cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash.

The Company maintains its principal cash balance in a financial

These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

2023, $ 198,543 were in excess of the FDIC insured limit.

Equipment is recorded at cost and depreciated

using the straight-line method at rates determined to estimate the useful lives of the assets.

The annual rates used in calculating depreciation

is as follows:

Equipment - 5 years straight-line

Long-lived Assets

In accordance with ASC 360, “ Property

Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances

indicate that their carrying amount may not be recoverable.

Circumstances which could trigger a review include, but are not limited to

significant decreases in the market price of the asset;

significant adverse changes in the

business climate or legal factors;

accumulation of costs significantly in excess of the amount originally expected for the acquisition

or construction of the asset;

current cash flow or operating losses combined with a history of losses or a forecast of continuing losses

associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly

before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value

which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal

of the asset, as well as specific appraisal in certain circumstances.

An impairment loss is recognized when the carrying amount is not

recoverable and exceeds fair value.

Compensation Expense

Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance

with Accounting Standards Codification (“ASC”) Topic 505, “Equity.” Costs are measured at the estimated fair

market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.

The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment

or completion of performance by the provider of goods or services as defined by ASC Topic 505.

Company accounts for income taxes pursuant to ASC Topic 740 “ Income Taxes.

” Under ASC Topic 740, deferred tax assets

and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and

financial reporting purposes.

The deferred tax assets and liabilities are classified according to the financial statement classification

of the assets and liabilities generating the differences.

A valuation allowance is recorded when it is more likely than not that some

or all of the deferred tax assets will not be realized.

Company applies the provisions of ASC Topic 740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies

the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

The ASC prescribes a recognition

threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be

taken in a tax return.

The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,

disclosure and transition.

and Diluted Loss per Share

accordance with ASC Topic 260 “ Earnings Per Share, ” basic loss per common share is computed by dividing

net loss available to common stockholders by the weighted average number of common shares outstanding during the period.

per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during

the period, only in periods in which such effect is dilutive.

The Company has stock options, warrants, and convertible promissory notes

that may be converted to outstanding potential common shares.

and Development Costs

accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from

another enterprise and have alternative future use, research and development expenses are charged to operations as incurred.

Value of Financial Instruments

financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable.

amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.

Accounting Pronouncements

Compensation—Stock

May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718):

Scope of Modification Accounting,”

that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification

The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required.

The adoption of this standard did not have an impact on the financial statements or the related disclosures.

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”).

The FASB issued ASU 2016-02

to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and

disclosing key information about leasing arrangements.

Under ASU 2016-02, lessors will account for leases using an approach that is substantially

equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases.

Unlike current guidance, however, a

lease with collectability uncertainties may be classified as a sales-type lease.

If collectability of lease payments, plus any amount

necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability

and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable.

ASU 2016-02 is effective

for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified

retrospective transition.

The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient.

On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief.

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).

significant adverse changes in the business climate or legal factors;

of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current cash flow

or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current

expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life.

Recoverability

is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted

cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Stock Compensation Expense

The Company accounts for equity instruments issued

in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification (“ASC”)

Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated

fair value of the equity instruments issued, whichever is more reliably measurable.

The value of equity instruments issued for consideration

other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of

goods or services as defined by ASC Topic 505.

The Company accounts for income taxes pursuant

to ASC Topic 740 “ Income Taxes.

” Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary

differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.

The deferred tax assets

and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company applies the provisions of ASC Topic

740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies the accounting for uncertainty in income

taxes recognized in an enterprise’s financial statements.

The ASC prescribes a recognition threshold and measurement attribute for

the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The ASC provides

guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Basic and Diluted Loss per Share

In accordance with ASC Topic 260 “ Earnings

Per Share, ” basic loss per common share is computed by dividing net loss available to common stockholders by the

weighted average number of common shares outstanding during the period.

Diluted loss per common share gives effect to dilutive convertible

securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is

The Company has stock options, warrants, and convertible promissory notes that may be converted to outstanding potential common

Research and Development Costs

In accordance with ASC Topic 730 “Research

and Development”, with the exception of intellectual property that is purchased from another enterprise and have alternative future

use, research and development expenses are charged to operations as incurred.

Fair Value of Financial Instruments

Our financial instruments consist principally

of accounts receivable, amounts due to related parties and promissory notes payable.

The carrying amounts of cash and cash equivalents

and promissory notes approximate fair value because of the short-term nature of these items.

Recent Accounting Pronouncements

Compensation—Stock Compensation

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock

Compensation (Topic 718):

Scope of Modification Accounting,” that provides guidance about which changes to the terms or conditions

of a share-based payment award require an entity to apply modification accounting.

The new guidance became effective for the Company on

January 1, 2018 and was applied on a prospective basis, as required.

The adoption of this standard did not have an impact on the financial

statements or the related disclosures.

In February 2016, the FASB issued ASU 2016-02,

“Leases (Topic 842)” (“ASU 2016-02”).

The FASB issued ASU 2016-02 to increase transparency and comparability among

organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.

Under ASU 2016-02, lessors will account for leases using an approach that is substantially equivalent to existing GAAP for sales-type

leases, direct financing leases and operating leases.

Unlike current guidance, however, a lease with collectability uncertainties may

be classified as a sales-type lease.

If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value

guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized

until collectability of the remaining amounts becomes probable.

ASU 2016-02 is effective for interim and annual periods beginning after

December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective transition.

The Company did not adopt

the standard effective January 1, 2019, utilizing the lessor practical expedient.

On November 15, 2019, the FASB issued ASU 2019-10

which amended the effective dates for ASC 842, to give implementation relief.

Under the FASB’s new framework, two “buckets”

were defined, bucket 1 includes public companies that are SEC filers but excludes “Small Reporting Companies” (SRC’s).

Bucket 2 includes all other entities, including SRC’s.

Bucket 2 entities

have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December

3 – NOTES PAYABLE – RELATED PARTY

December 31, 2018, the Company borrowed $ 15,000 under a non-interest bearing promissory note from a related party.

The note matured on

December 31, 2019 and was extended to December 31, 2020.

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.

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.

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 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.

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

December 3, 2019, the Company borrowed from its CEO, $ 3,000 under a non-interest bearing promissory note which matures on December 3,

December 6, 2019, the Company borrowed from its CEO, $ 30,000 under a non-interest-bearing promissory note which matures on December 6,

December 30, 2019, the Company borrowed from its CEO, $ 25,000 under a non-interest-bearing promissory note which matures on December

January 3, 2020, the Company borrowed from its CEO, $ 95,000 under a non-interest-bearing promissory note which matures on January 3,

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.

March 31, 2020, the Company borrowed from its CEO, $ 6,000 under a non-interest-bearing promissory note which matures on December 31,

August 21, 2020, the Company borrowed from its CEO, $ 17,700 under a non interest bearing promissory note which matures on December 31,

October 19, 2020, the Company borrowed from its CEO, $ 11,500 under a non interest bearing promissory note which matures on December 31,

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.

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 .

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).

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 the loan.

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.

4 – PROMISSORY NOTES

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

In the event of default, the notes would bear interest at 12 % per annum.

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 share.

on December 31, 2018, the Company borrowed an additional $ 15,000 , with interest payable annually at 4 %, maturing on December 31, 2019 .

This note was paid in full on January 7, 2020.

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.

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

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 per share.

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.

the years ended 2020 and 2021, 2,643,635 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

5– INCOME TAXES

Company’s deferred tax assets at 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 March 31, 2022 totals $ 0 .

to the uncertainty of their realization, no income tax benefits have been recorded by the Company for these loss carry forwards as valuation

allowances have been established for any such benefits.

The increase in the valuation allowance was the result of increases in the net

operating losses discussed above.

Therefore, the Company’s provision for income taxes is $- 0 - for the three months ended March

31, 2022, and 2021.

March 31, 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.

2022 and December 31, 2021, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

Company files U.S.

federal and state income tax returns in jurisdictions with varying statutes of limitations.

6 – STOCKHOLDERS’ DEFICIT

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 .

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:

Shares at a value of $ 1.25 per Share, to six consultants and service providers for services rendered through December 31, 2017:

Shares, at a value of $ 1.25 per Share, to Farhan Taghizadeh, M.D., AVRA’s Chief Medical Officer, for services rendered during the

period September 1, 2017 to December 31, 2017;

and 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.

August 13, 2018 the Company sold 16,000 shares of its common stock for $ 20,000 .

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:

shares of restricted common stock required to be issued, to six consultants and service providers for services rendered through September

shares of restricted common stock required to be issued, for services rendered through February 28, 2018;

January 4, 2019, 115,050 Shares at a value of $ 1.25 per share were issued for service rendered.

April 1, 2019, 95,050 shares at a value ranging from $ 1.25 -$ 2.41 per share were issued for services rendered.

July 1, 2019, 79,672 shares at a value ranging from $ 1.25 -$ 2.76 per share were issued for services rendered.

August 28, 2019, 600,000 shares at a value ranging from $ 1.25 -$ 2.00 per share were issued for services rendered.

December 1, 2019, the Company canceled 250,000 restricted shares of the Company’s common stock that were previously issued under

the Stock Award letter dated August 28, 2019.

the first quarter 2021, 1,025,000 shares at a value ranging from $ 0.89 -$ 1.07 per share were issued for services rendered.

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

No preferred stock has been issued.

the second quarter 2021, 378,378 shares at a value ranging from $ 0.89 -$ 1.02 per share were issued for services rendered.

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.

the last quarter 2021, 3,619,817 shares at a value ranging from $ 0.13 -$ 0.89 per share were issued for services rendered.

the second quarter 2021, 378,378 shares at a value ranging from $ 0.89 -$ 1.02 per share were issued for services rendered.

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.

October 1, 2021 the Company issued a total of 174,553 shares of common stock to several consultants.

October 1, 2021 the Company issued 25,000 shares of common stock to its Chief Medical Officer.

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

Bucket 2 entities have to apply ASC 842 for fiscal years beginning after

December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.

NOTE 5 – WARRANTS

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

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.

No warrants were issued in the 1 st quarter of 2023.

NOTE 6 – MERGER

On April 14, 2023 (“ Closing ”),

the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), pursuant

to a Merger Agreement dated November 7, 2022 (the “ Merger Agreement ”), by and among the Company, a wholly-owned subsidiary

of the Company (“ Merger Sub ”), CardioVentures and Dr.

Sudhir Srivastava, who, through his holding company, owned a

controlling interest in CardioVentures.

CardioVentures, 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 business of developing innovative surgical robotic technologies with a vision to make the benefits

of robotic surgery affordable and accessible to a larger part of the global population.

SSII’s product range includes its proprietary

“SSI Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting a variety of cardiac and

other surgical procedures.

The Company now intends to focus on the business of SSI-India and has plans to globally expand the presence

of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions.

Pursuant to the Merger Agreement, at Closing,

Merger Sub merged with and into CardioVentures (the “ Merger ”).

In the Merger, holders of the outstanding shares of

common stock of CardioVentures (including certain parties who provided interim convertible financing during the pendency of the Merger

Agreement, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of issued and outstanding shares of SSII

common stock post-Merger, with the existing shareholders of SSII holding approximately 6,544,344 shares of SSII common stock representing

approximately 5 % of issued and outstanding shares of SSII common stock post-Merger.

Pursuant to the Merger Agreement, at Closing,

the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the “ Series

A Preferred Shares ”).

The Series A Preferred Shares vote together with

shares of SSII common stock as a single class on all matters presented to a vote of shareholders, except as required by law, and entitle

the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting power of the Company.

The Series A Preferred Shares

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

The Series A Preferred

Shares also have certain protective provisions, such as requiring the vote of a majority of Series A Preferred Shares to change or amend

their rights, powers, privileges, limitations and restrictions.

The Series A Preferred Shares will be automatically redeemed by the Company

for nominal consideration at such time as the holders of the Series A Preferred Shares own less than 50 % of the shares of SSII common

stock received in the Merger.

In addition to the foregoing, following Closing,

the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr.

Frederic Moll and one other accredited investor, who each

provided $3,000,000 in interim financing to the Company pending consummation of the Merger.

Pursuant to his investment agreement with

the Company, dated April 7, 2023, which included his $3,000,000 investment, and which was described in and included as an Exhibit to the

Company’s Report on Form 8-K, dated April 14, 2023, Dr.

Moll received 7% of SSI’s post-merger issued and outstanding common

stock on a fully diluted basis or an aggregate of 10,149,232 SSI Shares .

The securities issued in connection with the Merger

and to these two investors were issued pursuant to the exemptions from registration of Section 4(a)(2) of the Securities Act of 1933,

as amended, and the rules and regulations promulgated thereunder.

As a result of the foregoing, a “ Change

in Control ” of the Company occurred, with Dr.

Sudhir Srivastava becoming the Company’s principal and controlling shareholder.

Concurrent with consummation of the Merger, Dr.

Sudhir Srivastava, through his holding company, assigned patents, trademarks and other intellectual property used in the development,

commercialization, manufacturing and sale of its medical and surgical robotic systems and products (the “ SSII Intellectual Property ”)

to a wholly-owned subsidiary of SSII.

In consideration thereof, Dr.

Srivastava’s holding company will receive a quarterly royalty

of three percent ( 3 %) of all “ net revenues ” (gross revenues actually received less cost of goods sold) generated from

the sale or licensing of the SSII Intellectual Property or products or services utilizing the SSII Intellectual Property.

At Closing, the Company’s articles of incorporation were amended

change the Company’s corporate name to “ SS Innovations International, Inc.

effect the one for ten Reverse Stock Split ;

authorize the designation of the Series A Preferred Shares;

increase its authorized common stock to 250,000,000 shares.

NOTE 7 – INCOME TAXES

The Company’s deferred tax assets at March

31, 2023 consist of net operating loss carry forwards of $ 8,066,176 .

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

balance as of March 31, 2023 totals $ 0 .

Due to the uncertainty of their realization, no

income tax benefits have been recorded by the Company for this loss carry forward as valuation allowances have been established for any

such benefits.

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

the Company’s provision for income taxes is $-0- for the three months ended March 31, 2023, and 2022.

At March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, the Company has not recorded

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

The Company files U.S.

federal and state income

tax returns in jurisdictions with varying statutes of limitations.

NOTE 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 .

On Jan 27, 2023, the Company issued 7,048,843

shares of our common stock to Barry Cohen as a result of his cashless exercising of two options and one warrant.

On Feb 1, 2023, the Company issued 5,000 shares of our common stock

to our Chief Medical Officer per his service agreement dated September 15, 2020.

On Jan 27, 2023, the Company issued 3, 225,156

shares to one accredited investor as a result of their cashless exercise of two options.

During the first quarter of 2023 the Company issued

a total of 670,000 shares of our common stock to five accredited investors at a price per share ranging from $ 0.25 to $ 0.40 resulting

in proceeds of $ 189,500 to the Company.

On Feb 24, 2023, the Company issued a total of

600,000 shares of our common stock to two accredited investors as a result of their exercising two warrants resulting in proceeds of $ 240,000

to the Company.

On March 4, 2023, the Company issued 6,600 shares

to a vendor for consulting services.

Holders are entitled to one vote for each share

of common stock.

No preferred stock has been issued.

7 – 2016 INCENTIVE STOCK PLAN

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.

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.

1, 2019, the Board increased the plan to 10,000,000 shares of common stock.

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.

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.

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.

July 1, 2018 options for 75,000 shares were issued to our Counsel for services rendered totaling $ 21,000 .

These shares are vested immediately

and expire on July 1, 2023 .

The exercise price is $ 1.25 .

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.

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.

December 31, 2019 and 2018 options representing 3,486,667 shares and 2,243,250 shares were vested or exercisable, respectively.

options issued to-date expire after five years from the issue date.

Except for the option for 1,750,000 shares issued to the CEO, to

the Company’s counsel for 40,000 shares that vested immediately, all the options issued to date vest over three years.

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, 2022 and 2021, $ 27,476 and $ 37,674 respectively, of expensed

stock options has been recorded as stock-based compensation and classified in general and administrative expense on the Statement of

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

amount will be recognized over a period of 42 months expiring September 30, 2024 .

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:

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.

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.

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.

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.

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.

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.

grant date fair value of options granted during the year of 2020 were estimated on the grant date using the Black-Scholes model with

the following assumptions:

options granted March 1, 2020 the fair market value is $ 0.45 , exercise $ 0.25 , rate 2 %, and volatility 39.73 %.

options were granted during the first three months of 2021.

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;

NOTE 9 – 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 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 718-10-55-136., 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

No options were issued in the quarter ending March 31, 2023.

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 %.

8 – COMMITMENTS

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.

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.

Company agreed to extend funding of $ 163,307 from AVRA’s existing funds.

addition, AVRA paid $ 43,548 for outright ownership of the University’s Intellectual Property resulting from the collaboration,

which amount is shown as Intellectual Property.

Management has assessed the carrying value of the asset at December 31, 2019 and has

recorded an impairment loss in the amount of $ 43,548 .

the three and nine months ended, September 30, 2020 and 2019, $- 0 - had been paid under the Agreement.

The balance of the amount owing

to the University was fully paid on February 24, 2017 and April 7, 2017.

Additionally, a $ 68,952 matching funds grant from the Florida

High Tech Corridor Council (FHTCC) was approved on July 16, 2016 which will provide the University research funds in addition to the

Company’s funding obligation to the University.

The FHTCC research grant is subject to certain research obligations and action

requirements which if not met may result in the loss of the FHTCC research funding.

The agreement further provides for the payment of

a 1 % royalty to the University in any year when the sales of products using the intellectual property exceeds $ 20,000,000 .

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.

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.

August 1, 2016, the Company entered into a one-year Employment Agreement with its Chief Financial Officer.

The agreement provides for

an annual salary of $108,000 per year.

Through December 2016, the employee agreed to not receive the compensation in cash until the Board

of Directors deemed it prudent to pay some or all of his salary.

Further the Agreement provides that the employee will receive a three-year

option to purchase 210,000 shares of the Company’s common stock at an exercise price of $0.10 per share, with 70,000 shares becoming

fully vested upon each yearly anniversary.

The options are to be surrendered and cancelled if the Agreement is terminated.

The Agreement

has expired but its compensation terms continue in effect as long as the employee remains employed by the Company.

August 1, 2016, the Company entered into a three-year Employment Agreement with its Vice President of Global Business Development.

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

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.

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.

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.

addition, on May 1, 2018 options for 250,000 shares that vest monthly over 3 years were also issued to our Chief Strategy Officer.

options expire on May 1, 2023 and are exercisable at $ 1.25 .

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.

July, 1, 2020, the Company entered into an employment agreement with its Chairman and Chief Executive Officer, for a term of 48 months.

The employee’s base salary is $ 15,000 monthly, beginning with the July 2020 payment, which rate shall be inclusive of all claims

by the employee for his services.

However, employee agrees to accrue his salary from the July 1, 2020 through and including December

2020 and allows the Board of Directors to decide on whether to convert any or all accrued salary into Company restricted common shares.

Beginning on the July 1, 2020, normal direct business expenses will be covered, including business class travel on flights over 5 hours.

Employee will receive a $ 500 per month vehicle expense stipend to help mitigate the costs of the frequent travel required to visit the

Orlando office and University of Central Florida from the employee’s home.

Employee will also be granted an option pursuant to

the Company’s Equity Incentive Plan to purchase 1,000,000 restricted shares of the Company’s common stock, with an exercise

price of $ 0.25 per share, and a Start Date of July 1, 2020.

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

Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 .

Effective August

1, 2018 and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax.

Effective August 1, 2019, the Company signed a year lease agreement, provides that the Company pay insurance, maintenance and taxes with

a monthly lease expense of $ 2,454.75 plus applicable sales tax.

Effective January 15, 2020, the Company amended its August 1, 2019 lease

agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax.

the Company signed a lease that was effective August

1, 2020 through July 31, 2021, which provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $ 1,474.17

plus applicable sales tax.

January 1, 2021, the Company signed an amendment which modified the August 1, 2020 agreement, increasing the monthly lease expense to

NOTE 10 – COMMITMENTS

Employment Agreements

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 International, Inc.

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.

party may cancel the agreement at any time with 30 days’ notice.

9 – OTHER MATTERS

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

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.

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.

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

10 – SUBSEQUENT EVENTS

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.

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.

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.

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.

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.

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.

July 1, 2022 the Company issued 27,250 shares of common stock to its patent attorney per their fee agreement.

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.

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

July 1, 2022 the Company issued a total of 569,747 shares of common stock to several consultants.

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.

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 .

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 of which Dr.

Sudhir is the sole stockholder(“ Cardio ”), Otto

Pvt, Ltd., a Bahamian private limited company and direct subsidiary of Cardio (“ Otto ”) and Sudhir Srivastava Innovations

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 ”).

and when the transaction is consummated, the business of the SSI Parties, including the SSI Intellectual Property will be owned by AVRA.

The shareholders of the SSI Parties will own 95 % of the common stock of post-transaction AVRA and the current shareholders of AVRA will

own 5 % of the common stock of post-transaction AVRA.

In addition, there will be changes in composition of the board of directors, implementation

of corporate governance policies and changes in management, all with a view to listing the common stock of AVRA on the Nasdaq Stock Market,

LLC or another National Securities Exchange.

In addition, AVRA will change its name to “ SS Innovations, Inc.

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.

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.

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.

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.

Convertible Notes were issued in a private transaction pursuant to the exemptions from registration under Section 4(a)2 of the Securities

Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations promulgated thereunder.

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 .

September 7th 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

October 2022 through the date of this filing, the Company sold 2,261,000 shares of common stock at a price of $ 0.25 per share receiving

proceeds of $ 565,250 .

November 7, 2022, AVRA entered into a definitive Merger Agreement (the “ Merger Agreement ”), by and among AVRA, AVRA-SSI

Merger Corporation, a Delaware corporation and wholly-owned subsidiary of AVRA (“ Merger Sub ”), CardioVentures, Inc.,

a Delaware corporation (“ SSI - DE ”) Dr.

Sudhir Srivastava (“ Dr.

Srivastava ”), who, through his

holding company, owns a controlling interest in SSI-DE.

through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company (“ SSI

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 ”).

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.

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 ”).

Series A Preferred Shares will vote together with Shares of our common stock as a single class on all matters presented to a vote of

stockholders, except as required by law and entitle the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting

power of the Company.

The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a

nominal liquidation preference.

The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of

a majority of Series A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions.

A Preferred Shares are automatically redeemable by the Company for nominal consideration at such time as the holder owns less than 50 %

of the shares of AVRA common stock received in the Merger.

with consummation of the Merger, Dr.

Srivastava will assign the SSI Intellectual Property to AVRA or a subsidiary of AVRA.

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.

– 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.

addition to customary closing conditions, consummation of the Merger is subject to the following conditions to be satisfied or waived

by SSI – DE and Dr.

Srivastava at or prior to consummation of the Merger:

shall have changed its corporate name to “SS Innovations International, Inc.;”

shall have implemented a one for ten reverse stock split;

shall have increased its authorized common stock to 250,000,000 shares.

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.

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 November 1, 2022 the Company signed

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

Either party may cancel the agreement at any time with 30 days’ notice.

NOTE 11 – SUBSEQUENT EVENTS

See Note 6 about the Merger which closed on April

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