What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-07 · 429 added, 342 removed, 304 unchanged (72% of the section changed)

Financial Statements.

September 30,

Current Assets:

13 unchanged sentences

Notes Payable

Current maturities of long-term debt, bank

Accounts payable

6 unchanged sentences

Stockholders’ (deficit) equity :

Common stock, 100,000,000 shares authorized, $ 0.0001 par value, 146,172,432 shares and 53,892,748 shares issued and outstanding as of June 30, 2023, and December 31,2022 respectively

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 169,117,202 shares and 53,887,738 shares issued and outstanding as of September 30, 2023, and December 31,2022 respectively

Translation adjustment

6 unchanged sentences

Total liabilities and stockholders’ (deficit) equity

See accompanying

notes to unaudited Condensed Consolidated Financial Statements

INNOVATIONS INTERNATIONAL, INC.

F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

See accompanying notes to unaudited Condensed

Consolidated Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

September 30,

Warranty Sales

3 unchanged sentences

OPERATING EXPENSES:

Compensation Expense

Salaries & Payroll Expenses

Selling, general and administrative

TOTAL OPERATING EXPENSES

TOTAL OPERATING EXPESNES

Loss from operations

1 unchanged sentence

OTHER INCOME (EXPENSE):

Interest Earned

Interest and other income, net

1 unchanged sentence

( 1,983,940 )

Net loss attributable to Cardio Ventures, Inc.

Net loss attributable to SS Innovations International, Inc.

$ ( 1,983,940 )

2 unchanged sentences

Weighted average

See accompanying

notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS

INTERNATIONAL, INC.

F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Six months ended

See accompanying notes to unaudited Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Nine months ended

September 30,

Warranty Sales

3 unchanged sentences

OPERATING EXPENSES:

Compensation Expense

Salaries & Payroll Expenses

Selling, general and administrative

TOTAL OPERATING EXPENSES

TOTAL OPERATING EXPESNES

Loss from operations

( 4,637,136 )

( 1,150,632 )

OTHER INCOME (EXPENSE):

Interest Earned

Interest and other income, net

2 unchanged sentences

$ ( 1,040,525 )

Net loss attributable to Cardio Ventures, Inc.

Net loss attributable to SS Innovations International, Inc.

( 4,822,406 )

2 unchanged sentences

Weighted average

See accompanying

notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS

INTERNATIONAL, INC.

F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ (DEFICIT)

FOR THE THREE

AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

See accompanying notes to unaudited Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2023 AND SEPTEMBER 30, 2022

Common Stock to be Issued

Comprehensive

Stockholders’

AT DECEMBER 31, 2022

Income (loss)

BALANCE AT DECEMBER 31, 2022

$ ( 10,691,071 )

based compensation expense

issued for services

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Security offerings

Treasury Stock

Common stock issuable for services

Common stock issued

$ ( 2,004,320 )

( 2,004,320 )

AT MARCH 31, 2023

BALANCE AT MARCH 31, 2023

$ ( 12,695,391 )

2 unchanged sentences

$ ( 13,036,261 )

of Notes Payable to equity

Conversion of Notes Payable to equity

Recapitalization

$ ( 4,556,208 )

other comprehensive income(loss)

( 4,556,208 )

AT JUNE 30, 2023

Accumulated other Comprehensive income(loss)

$ ( 1,850,423 )

AT DECEMBER 31, 2021

( 1,850,423 )

based compensation expense

of debt to equity

stock issuable for services

AT MARCH 31, 2022

BALANCE AT JUNE 30, 2023

$ ( 19,102,022 )

based compensation expense

of debt to equity

issued for services

stock issuable for services

Exercise of Options

Notes Converted

Exercise of Option

Accumulated other Comprehensive income(loss)

$ ( 105,000 )

AT JUNE 30, 2022

See accompanying notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS

INTERNATIONAL, INC.

F/K/A AVRA MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

For the Six Months ended

$ ( 1,983,940 )

( 1,983,940 )

BALANCE AT SEPTEMBER 30, 2023

( 21,085,962 )

BALANCE AT DECEMBER 31, 2021

$ ( 8,504,060 )

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Security offerings

Treasury stock

Common stock issuable for services

Common stock issued

BALANCE AT MARCH 31, 2022

$ ( 8,584,481 )

Stock based compensation expense

Conversion of debt to equity

Stock issued for services

Security offerings

Common stock issuable for services

Common stock issued

BALANCE AT JUNE 30, 2022

( 8,754,483 )

Stock Based Compensation expense

Common stock issuable for services

Conversion of debt to equity

Treasury Stock

Common stock issued

BALANCE AT SEPTEMBER 30, 2022

( 9,518,587 )

See accompanying notes to unaudited Condensed

Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months ended

September 30,

Cash flows from operating activities:

$ ( 4,822,406 )

$ ( 1,040,525 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Prepaid expenses and other assets

( 12,723,129 )

Stock compensation expense

1 unchanged sentence

Net cash used in operating activities

( 13,831,054 )

Cash flows from investing activities:

Notes Receivables - Acquisition

Purchase of property and equipment

Long Term Receivable

( 4,069,383 )

Purchase of property and equipment

Net cash used in investing activities

( 4,946,786 )

Cash flows from financing activities:

Proceeds from loan

Proceeds of Demand Notes Payable

Proceeds from Bank Overdraft Facility

Proceeds from securities offering

Accumulated other comprehensive income (loss)

Repayment of notes

Repayment of Warrants

Proceeds from Notes Converted

Proceeds from Options Exercised

Recapitalization

( 4,559,341 )

Proceeds from notes payable

( 1,000,000 )

Net cash provided by financing activities

5 unchanged sentences

Cash paid for interest

See accompanying

notes to unaudited Condensed Consolidated Financial Statements.

SS INNOVATIONS

INTERNATIONAL, INC.

F/K/A AVRA MEDICAL ROBOTICS, INC.

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

COMPANY AND BASIS OF PRESENTATION

SS Innovations

International, Inc.

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

See accompanying notes to unaudited Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

MEDICAL ROBOTICS, INC.

NOTES TO CONDENSED CONSOLIDATED 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.

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

Robotics, Inc.

The Company was established and is continuing to develop advanced medical and surgical robotic systems.

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

The Company was established and is continuing

to develop advanced medical and surgical robotic systems.

On April 14, 2023, a wholly owned subsidiary of

3 unchanged sentences

robotic technologies.

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

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

among other matters, the Company changed its name to “ SS Innovations International, Inc.

2 unchanged sentences

The financial statements, financial information and share and per share information contained in this report

reflect the operations of both the Company and Cardio Ventures and 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 Annual Report

on Form 10-K for the year ended December 1, 2022 and were also included in financial statements subsequently filed under cover of a Form

8-K/A on June 26, 2023.

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

period ended June 30, 2023.

reflect the operations of both the Company and CardioVentures and 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 Annual Report on Form 10-K for the year ended

December 31, 2022, and were also included in financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023.

have been no significant changes in the Company’s significant accounting policies for the quarterly period ended September 30, 2023.

Going Concern

The accompanying

consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations

for the next 12 months as of the date these financial statements are issued.

The Company had

a working capital deficit of $ 2,886,460 and an accumulated deficit of $ 19,102,022 as of June 30, 2023.

The Company also had a net

loss of $ 1,850,423 for the six months ended June 30, 2023.

Company launched

the commercial sale of its “SSI Mantra” surgical robotic system in India, which has been well received by hospitals and healthcare

institutions there.

As of June 30, 2023, the Company has, sold nine surgical robotic systems and is now generating regular revenues as

additional purchase orders are also being received.

has also been able to access financial resources to further supplement its operations and in this regard, on April 15, 2023, the

Company executed a Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and

principal shareholder.

Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through

December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $US 20.0 million for working capital

The advances under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL may, at its option, convert the principal amount of any advance into shares of our common stock, at a conversion price of

US$ 0.74 per share.

As of June 30, 2023, US$ 1,225,000 in advances were outstanding under the Line of Credit Note.

The management

of the Company is making efforts to raise further funding to scale up operations and meets its longer-term capital needs.

While management

of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there

can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues

and ultimately achieving profitability.

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.

The accompanying consolidated financial statements

have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as

of the date these financial statements are issued.

The Company has a working capital surplus of US$

11,031,690 and an accumulated deficit of $ 21,085,962 as of September 30, 2023.

The Company also had a net loss of $ 4,822,406 for

the nine months ended September 30, 2023.

The Company launched the commercial sale of its

“SSI Mantra” surgical robotic system in India in the last quarter of 2022, which has been well received by hospitals and healthcare

institutions there and in the quarter ended September 30, 2023, the Company recorded its first export sale to Dubai, UAE.

As of September

30, 2023, the Company has sold overall twelve surgical robotic systems and is now generating regular revenues as additional purchase orders

are also being received.

In addition to these twelve surgical robotic systems sold, Company has also installed two systems on pay per

use basis in two hospitals in India for a predefined number of procedures post which the Company expects to receive regular purchase order

for its surgical robotic system from these hospitals.

Considering that the pay-per-use model installations at two hospitals were done

towards the latter part of the quarter and not many procedures were done as yet on these two installations, no revenues have yet been

recognized from these two installations during the quarter ended September 30, 2023.

During the quarter ended September 30, 2023, the

Company has also installed its surgical robotic system in Johns Hopkins hospital under an agreement for conducting medical education training

program with human cadaver and/or animal anatomical tissue specimens.

The Company has also been able to augment

its financial resources to further supplement its operations and in this regard, on April 15, 2023, the Company executed a

Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the

Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder.

to the Line of Credit Note, SPL, in its discretion could make multiple advances to the Company through December 31, 2023 (the

“ Maturity Date ”), in an aggregate amount of up to $US 20.0 million for working capital purposes and the advances

under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL, at its option, could

also convert the principal amount of any advance into shares of our common stock, at a conversion price of US$ 0.74 per share.

September 27, 2023, SPL had advanced a total of US$ 16,980,000 advances under the Line of Credit Note.

On September 27, 2023, SPL

exercised its option to convert the outstanding balance US$ 16,980,00 balance of the Line of Credit Note in full into 22,945,946

shares of our common stock at a conversion price of US$ 0.74 per share.

This conversion of funds advanced under the Line

of Credit Note and subsequently converted into equity has resulted in a significant improvement in the Company’s stockholders’

equity and working capital position.

As of September 30, 2023, the Company had stockholders’ equity of US$ 15.76 million and a working

capital surplus of US$ 11.03 million as compared to stockholders’ equity of US$ 821,595 and a working capital deficit of US$ 2.88

million as of June 30, 2023.

The management of the Company is making efforts

to raise further funding to scale up operations and meet its longer-term capital needs.

While management of the Company believes that

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

will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability.

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.

Basis of Presentation

The accompanying

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

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

and Exchange Commission.

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

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

Annual Report on Form 10-K for the year ended December 31, 2022 and financial statements subsequently filed under cover of a Form 8-K/A

on June 26, 2023.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain

all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June

30, 2023, and the results of operations and cash flows for the periods presented.

The results of operations for the quarterly period

ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

NOTE 2 - SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

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 Company’s Annual Report on Form 10-K for

the year ended December 31, 2022, and financial statements subsequently filed under cover of a Form 8-K/A on June 26, 2023.

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 September 30, 2023, and the results of operations

and cash flows for the periods presented.

The results of operations for the quarterly period ended September 30, 2023, are not necessarily

indicative of the operating results for the full fiscal year or any future period.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Use of Estimates

The preparation

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

of assets, liabilities and expenses.

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

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

of revenues and expenses during the reporting period.

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.

Cash and Cash

The Company considers

all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity

of three months or less to be cash and cash equivalents.

Cash and Cash Equivalents

The Company considers all cash on hand, cash accounts

not subject to withdrawal restrictions or penalties, and all highly liquid investment with a maturity of three months or less to be cash

and cash equivalents.

Accounts Receivable

The Company’s

account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and

to provide post sales warranty/maintenance services.

The Company also sells surgical robotic systems under deferred payment arrangement

and in such cases, the amounts due and recoverable beyond one year period at the balance sheet date are classified as long-term receivables.

The Company’s account receivables are due

from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance

The Company also sells surgical robotic systems under deferred payment arrangement and in such cases, the amounts due and recoverable

beyond one year period at the balance sheet date are classified as long-term receivables.

Collateral is currently not required.

The Company also maintains allowances for doubtful accounts for estimated losses resulting from

the inability of the Company’s customers to make payments.

The Company periodically reviews these estimated allowances, including

an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic

conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a

Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible.

When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance.

The allowance for doubtful accounts as of June 30, 2023 and December 31, 2022 amounted to $ NIL and $ NIL respectively.

Foreign Currency

Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries is maintained using the appropriate

local currency, Indian Rupees (“INR”) as the functional currency.

also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to

make payments.

The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history

and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability

to make payments as well as historical collection trends for its customers as a whole.

Based on this review, the Company specifically

reserves for those accounts deemed uncollectible or likely to become uncollectible.

When receivables are determined to be uncollectible,

principal amounts of such receivables outstanding are deducted from the allowance.

The allowance for doubtful accounts as of September

30, 2023, and December 31, 2022 amounted to $ NIL and $ NIL respectively.

Foreign Currency Translation

The Company’s

reporting currency is U.S.

The accounts of one of the Company’s subsidiaries is maintained using the appropriate local

currency, Indian Rupees (“INR”) as the functional currency.

All assets and liabilities are translated into U.S.

at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the

balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the

average exchange rate for the year or the reporting period.

2 unchanged sentences

Transaction gains and losses arising from exchange rate fluctuations

on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign

currency exchange variance.

relevant translation rates are as follows:

for the three months ended June 30, 2023 closing rate at 82.0735 US$:INR, average rate

at 82.0962 US$:INR.

The Company’s

inventory consists of finished goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form

of various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of

various mechanical, electrical, and other material components, parts, motors, encoders etc.

on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign currency

exchange variance.

translation rates are as follows:

for the nine months ended September 30, 2023 closing rate at 83.09 US$:

INR, average rate at 82.575

The Company’s inventory consists of finished

goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the

surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical,

and other material components, parts, motors, encoders etc.

which are not yet assembled/manufactured.

The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value.

As of June 30, 2023, the Company

valued the inventory at $ 2,608,490 .

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 United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to $ 250,000 .

The Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance

and Credit Guarantee Corporation of India (DICGC) to the extent of approximately US$ 6,100 per account and in the Bahamas, where deposits

are insured by the Deposit Insurance Corporation of Bahamas insures deposits up to US$ 50,000 per account.

As at June 30,2023, $ 63,755

of deposits were in excess of overall insurance coverage limits.

The inventory is valued at the lower

of cost (first-in, first-out) or estimated net realizable value.

As of September 30, 2023, the Company valued the inventory at $ 4,171,178

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 United States

financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

Company also maintains cash balances maintained with banks in India, where balances are insured by Deposit Insurance and Credit Guarantee

Corporation of India (DICGC) to the extent of approximately US$ 6,100 per account and in the Bahamas, where deposits are insured by the

Deposit Insurance Corporation of Bahamas insures deposits up to US$ 50,000 per account.

As at September 30,2023, $ 6,263,878 of deposits

were in excess of overall insurance coverage limits.

Revenue Recognition

The Company recognizes

revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize

revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled to receive in exchange for those goods or services.

To achieve this core principle, five basic criteria must be

met before revenue can be recognized:

The Company recognizes revenue in accordance with

Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to

receive in exchange for those goods or services.

To achieve this core principle, five basic criteria must be met before revenue can be

● Identification of a contract

8 unchanged sentences

or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

The Company accounts

for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified,

payment terms are identified, and collectability of consideration is probable.

The Company accounts for revenues when both parties

to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and

collectability of consideration is probable.

Product type and payment terms vary by client.

The Company recognizes

the revenue at the time when the risk and reward related to that equipment gets transferred immediately when we dispatch.

instruments which are used by surgeons when they use our robotic system for surgeries.

These instruments are like consumables for the

hospitals, and we recognize the revenues for sale of instruments as and when the risk and reward related to those instruments get transferred

immediately when we dispatch.

The revenues attributable to the warranty is recognized over the period to which it relates.

period ended June 30, 2023, we have sold six surgical robotic systems and the revenues attributable to warranty is deferred for recognition

System Sales:

The Company recognizes the revenue at the time

when the risk and reward related to that equipment gets transferred immediately when we dispatch.

Instrument Sales:

We also sell instruments which are used by surgeons

when they use our robotic system to perform surgeries.

These instruments are like consumables for the hospitals, and we recognize the

revenues for sale of instruments as and when the risk and reward related to those instruments get transferred immediately when we dispatch.

Warranty and Annual Maintenance Contract Sales:

Warranty sales are a notional portion of the equipment

sales value which is attributable towards the component of annual maintenance contract by application of ASC606 and is thus shown separately

as Warranty sales.

Once the warranty periods are over, the actual maintenance contracts would kick in and actual income from maintenance

contracts would be recognized as such.

Unrealized Deferred Revenue:

The revenues attributable to the warranty is recognized

over the period to which it relates.

Due to application of ASC606, as of June 30, 2023, the sum of US$ 936,262 stands transferred to

unrealized deferred revenue and as such the revenues and profitability for six month period is impacted to the extent of this unrealized

deferred revenue.

Property Plant

& Equipment is recorded at cost and depreciated using the straight-line method at rates determined as per estimated useful lives

of the assets.

The estimated useful lives used in in calculating depreciation are as follows:

In nine month period ended September 30, 2023, we have sold nine surgical robotic systems and the

revenues attributable to warranty is deferred for recognition over the period to which it relates.

Due to application of ASC606, as of

September 30, 2023, the sum of US$ 1,355,448 stands transferred to unrealized deferred revenue and due to this adjustment, the revenues

and profitability for nine-month period ended September 30, 2023, is reflected less to the extent of this unrealized deferred revenue.

Property Plant & Equipment

Property Plant & Equipment is recorded at

cost and depreciated using the straight-line method at rates determined as per estimated useful lives of the assets.

The estimated useful

lives used in in calculating depreciation are as follows:

Office furniture and fixtures

2 unchanged sentences

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 :

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

Stock Compensation

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.

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

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

liabilities generating the differences.

A valuation allowance is recorded when it is more likely than not that some or all of the deferred

tax assets will not be realized.

The Company applies

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

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

The ASC prescribes a recognition threshold

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

a tax return.

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

and transition.

Basic and Diluted

Loss per Share

In accordance with

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

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

Diluted loss per common share gives

effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in

periods in which such effect is dilutive.

The Company has stock options, warrants, and convertible promissory notes that may be converted

to outstanding potential common shares.

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

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.

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).

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 has 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 15, 2021.

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

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

NOTE 3 - PROPERTY AND EQUIPMENT

1 unchanged sentence

consisted of the following:

September 30,

Land & Building

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Motor Vehicle

R & D Equipment

R & D Equipment’s

Server & Networking

3 unchanged sentences

Property and equipment, net

Depreciation expenses for the six months ended June 30, 2023 and 2022

amounted to $ 310,897 and $ 4,585 respectively.

Depreciation expenses for the nine months ended September 30, 2023,

and 2022 amounted to $ 227,599 and $ 6,864 respectively.

4 – ACCOUNTS RECEIVABLE

receivable consisted of the following as of June 30, 2023 and December 31, 2022:

receivable consisted of the following as of September 30, 2023, and December 31, 2022:

September 30,

Accounts Receivable

3 unchanged sentences

Long Term Receivables

The Company performed an analysis of the trade receivables related

to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 1,953,127 may not be due and collectible in

next one year and thus company classified these receivables as long term Receivable.

The Company performed an analysis of the trade

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 2,209,050 may not be due

and collectible in next one year and thus company classified these receivables as long-term Receivable.

5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the following as of June 30, 2023 and December 31, 2022:

payable and accrued expenses consisted of the following as of September 30, 2023, and December 31, 2022:

September 30,

Accounts payable

3 unchanged sentences

On April 15, 2023, the Company executed a

Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the

Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder.

to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the

“ Maturity Date ”), in an aggregate amount of up to $US 20.0 million for working capital purposes.

under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL may, at its option,

convert the principal amount of any advance into shares of our common stock, at a conversion price of US$ 0.74 per share.

30, 2023, US$ 1,225,000 in advances were outstanding under the Line of Credit Note.

Convertible Promissory Note (the “ Line

of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the Bahamian holding company owned by Dr.

Srivastava, our Chairman, Chief Executive Officer, and principal shareholder.

Pursuant to the Line of Credit Note, SPL, in its

discretion may make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”), in an

aggregate amount of up to $US 20.0 million for working capital purposes.

The advances under the Line of Credit Note do not bear

interest and are due and payable on or before the Maturity Date.

SPL may, at its option, convert the principal amount of any advance

into shares of our common stock, at a conversion price of US$ 0.74 per share.

As of September 25, 2023, US$ 16,980,000 in advances

that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to SPL at the conversion price of

$ 0.74 per share.

NOTE 7 – BANK OVERDRAFT

Overdraft consisted of the following as of June 30, 2023 and December 31, 2022.

Overdraft consisted of the following as of September 30, 2023, and December 31, 2022.

September 30,

HDFC Bank Limited OD against FDs

1 unchanged sentence

Bank Overdraft

The HDFC Bank OD against FD of US$ 4,265,529 is

secured by Fixed Deposits of US$ 4,643,399 provided by Dr Sudhir Srivastava and US$ 41,426 provided by the Company.

The HDFC Bank WCOD

is secured by all the current assets of the Company.

The HDFC Bank OD against FDs of US$ 4,827,882 is

secured by Fixed Deposits of US$ 4,964,496 provided by the Company.

During the quarter ended September 30, 2023, the Company replaced

the Fixed Deposits earlier provided by Dr.

Sudhir Srivastava as security for this facility, by the Fixed Deposits out of its own funds,

thereby improving the net working capital position of the Company.

The HDFC Bank WCOD is secured by all the current assets of the Company.

Both HDFC Bank OD against FDs as well as HDFC Bank WCOD facilities are additionally secured by personal guarantees provided by Dr Sudhir

NOTE 8 – MERGER

72 unchanged sentences

financing agreement with the Company.

As of September 25, 2023, US$ 16,980,000 in advances

that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd at the conversion

price of $ 0.74 per share.

Holders of common stock are entitled to one vote

11 unchanged sentences

a 36-month period and provides for a base salary of US$ 15,000 per month.

The foregoing description of the Employment Agreement with Mr.

Cohen is qualified in its entirety by reference to the copy of the Employment Agreement filed as Exhibit 10.2 to this Report.

In addition to the above, Dr.

11 unchanged sentences

Sudhir Srivastava’s employment agreement is for a five (5) year period expiring

in November 2024 and provides for an annual base salary of US$ 600,000 .

in September 2026 and provides for an annual base salary of US$ 600,000 .

Vishwajyoti P.

Srivastava’s employment agreement is for

a five (5) year period expiring in September 2026 and provides for an annual base salary of US$ 200,000 .

Sethi’s employment agreement

is for a five (5) year period expiring in January 2028 and provides for an annual base salary of US$ 175,000 .

Each of the employment agreements

contain customary confidentiality, assignment of proprietary rights, non-competition and non- solicitation provisions.

The Company occupies officed and laboratory space

Srivastava’s employment agreement is

for a five (5) year period expiring in September 2026 and provides for an annual base salary of US$ 200,000 .

Sethi’s employment

agreement is for a five (5) year period expiring in January 2028 and provides for an annual base salary of US$ 175,000 .

Each of the employment agreements contain customary

confidentiality, assignment of proprietary rights, non-competition, and non- solicitation provisions.

The Company occupies office and laboratory space

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

2 unchanged sentences

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

lease agreement, providing 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

3 unchanged sentences

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

an 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.

2 unchanged sentences

The Company, through its SSI-India subsidiary,

occupies office, manufacturing and assembly space in Gurugram, Haryana (India) under a lease signed entered into in March 2021, with monthly

payments of US$ 16,528 plus applicable taxes.

occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with

monthly payments of US$ 16,528 plus applicable taxes.

This lease expires in March 2030 .

In December 2020, SSI India leased a house to provide

residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his employment agreement.

The lease provides for a monthly

payment of US$ 8,038 plus taxes.

Effective June 01, 2023, SSI-India subsidiary

signed another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor of the same building where its current

facility is located, to further expand its manufacturing and assembly capacity.

This lease provides for a monthly payment of US$ 12,033

plus taxes and expires on May 31, 2032, subject to further renewal on mutually acceptable terms.

In December 2020, SSI India had leased

a house to provide residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his employment agreement.

This lease agreement

has since been terminated and effective August 1, 2023, SSI India leased another house to provide residential accommodation to Dr Sudhir

This lease provides for a monthly payment of US$ 16,349 plus taxes.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of June 30, 2023 and December 31, 2022, there

was $ 1,818,420 and $ 0 in amounts due to related parties, respectively.

The advances are unsecured, non-interest bearing and due on demand.

Loan & Advances

As of September 30, 2023, and December 31, 2022,

there was $ 1,860,333 and $ 0 in amounts due to related parties, respectively.

The advances are unsecured, non-interest bearing and due

September 30,

On April 15, 2023, the Company executed a

9 unchanged sentences

As of June 30, 2023, US$ 1,225,000 in

advances were outstanding under the Line of Credit Note.

The foregoing description of the Line of Credit Note is qualified in its entirety

by reference to the copy of the Line of Credit Note filed as Exhibit 10.1 to this Report.

advances were outstanding under the Line of Credit Note and during the quarter ended September 30, 2023, SPL made further advances aggregating

to US$ 15,755,000 , thereby making a total of US$ 16,980,000 advances under the Line of Credit Note.

On 27 September 2023, SPL, exercised

its option of converting the full amount of advances made under the SPL Note amounting to a total of US$ 16,980,000 into shares of our

common stock at a conversion price of US$ 0.74 per share and accordingly 22,945,946 shares of our common stock were issued to SPL during

the quarter ended September 30, 2023.

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through

July 31, 2023, the date the consolidated financial statements were available to be issued.

Oct 31, 2023, the date the consolidated financial statements were available to be issued.

Based on this evaluation, no additional material

1 unchanged sentence

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