Worksport Ltd 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the year covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time years and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the years presented. Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Principal Accounting Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in its 2013 report: Internal Control–Integrated Framework. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of December 31, 2020 due to the same material weaknesses that rendered our disclosure controls and procedures ineffective. The Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. We have identified the following material weaknesses. As of December 31, 2020, we did not maintain effective controls over the control environment. Specifically our weaknesses related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP, limited or no segregation of duties. Furthermore, we have not developed and effectively communicated to our employees the accounting policies and procedures necessary to maintain effective controls over the control environment. This has resulted in inconsistent practices. Further, the Board of Directors currently has only one director that qualifies as independent and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. 43 Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2020, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO. Change in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report. Item 9B. Other Information. Not applicable PART III Item 10. Directors, Executive Officers, and Corporate Governance Set forth below is a list of the names, ages and positions of our directors and executive officers. Name: Title: Age: Director Since: Steven Rossi Chief Executive Officer, President, Secretary, Director, Audit Committee Member 35 November 7, 2014 Michael Johnston Chief Financial Officer 40 — Lorenzo Rossi Director 67 December 9, 2014 Craig Loverock Director, Chair of Audit Committee 50 April 22, 2019 A brief description of the background and business experience of our executive officers and directors for the past five years is as follows: Steven Rossi , age 35, has served as the Chief Executive Officer, President. Secretary and Chair of the Board of the Company since November 7, 2014 as a member of the Audit Committee since April 22, 2019. Mr. Rossi founded Worksport Ontario, the wholly-owned operating company of the Company, in 2011. Prior to that, he founded two auto-related companies, 2230164 Ontario, Inc. and Scrap my Junk Car, in 2005 and 2006, respectively, and managed their respective operations for five years. Since founding Worksport Ontario in 2011, Mr. Rossi has been granted 14 different patents across the United States and Canada. He has licensed all patents to Worksport on an exclusive basis. Mr. Rossi attended the University of Toronto from 2005 to 2007, majoring in Life Science. Through his prior service, Steven possesses the knowledge and experience in establishing and managing auto-related companies that aids him in efficiently and effectively identifying and executing the Company’s strategic priorities. As our Chief Executive Officer, President, Chair and founder, Mr. Rossi brings to the Board of Directors extensive knowledge of the Company’s products, structure, history, and culture as well as years of expertise in the industry. 44 Michael Johnston CA, CPA , age 40, a graduate of the University of Western Ontario, has been serving as the Chief Financial Officer of the Company since December 5, 2017. Mr. Johnston is a partner at Toronto’s Forbes Andersen LLP, Chartered Professional Accountants, and offers over 12 years of experience with both private and public companies. His responsibilities includes assisting the Steven Rossi in developing new business, maintaining operating budgets and ensuring adequate cash flow. Mr. Johnston was appointed by the Board of Directors for his extensive knowledge of the Company’s products and his financial and accounting expertise. Mr. Johnston holds a graduate degree from the University of Western Ontario. Lorenzo Rossi , age 67, has been serving as a director of the Company since December 9, 2014. Since 2005, he has been the Computer Science & Communications Technology Department Head at the Cardinal Carter Academy for the Arts of the Toronto Catholic District Schools. Lorenzo received a Master of Education in 1995 from the University of Toronto and a Bachelor of Arts from Laurentian University in 1977. Mr. Rossi’s professional experience qualifies him to serve on our Board of Directors. Craig Loverock, CPA, CA , age 50, has been serving as a member of the Board of the Company since April 22, 2019. Mr. Loverock serves as the chair of the Audit Committee. Mr. Loverock is a licensed CPA (Chartered Professional Accountant) and received his Chartered Accountant designation from the Institute of Chartered Accountants, Ontario in 1997, and has over 24 years’ experience in accounting and finance roles in Canada, the United States and England. Mr. Loverock has been the Chief Financial Officer and Corporate Secretary at Contagious Gaming Inc. since November 30, 2015, and currently serves as the Chief Financial Officer of Sproutly Canada, Inc. From October 2014 to May 2015, he served as the Chief Financial Officer of VoiceTrust Inc. From November 2012 to October 2014, he served as the Chief Financial Officer and Chief Compliance officer of Quartz Capital Group Ltd. From January 2010 to November 2012, he provided Chief Financial Officer consulting services to a number of high-growth businesses. Mr. Loverock finance and accounting experience qualifies him to serve on our Board of Directors. Term of Office Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until their resignation or removal in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board of Directors. Family Relationships Mr. Lorenzo Rossi is the father of Mr. Steven Rossi. There are no other family relationships between any of our directors or executive officers. Involvement in Legal Proceedings To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our director or executive officers. Code of Business Conduct and Ethics Our Board plans to adopt a written code of business conduct and ethics ( “Code” ) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code. Director Independence and Board Committees We are not currently required under the Exchange Act to maintain any committees of our Board. Nasdaq listing standards require that a majority of our Board be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Steven Rossi, Lorenzo Rossi and Craig Loverock serve as member of our Board of Directors. Our Board has determined that Craig Loverock is an “independent director” as defined in the Nasdaq listing standard and applicable SEC rules. 45 Pursuant to Nasdaq listing rules we will establish three standing committees - an Audit Committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a Compensation Committee and a Nominating and Governance Committee, each comprised of independent directors. Under Nasdaq Listing Rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq Listing Rule 5615(b)(3). Audit Committee . We currently have a standing Audit Committee. Craig Loverock and Steven Rossi serve as members of our current Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, subject to certain phase-in provisions, and one member of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules. Craig Loverock meets the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange Act and qualifies as an “audit committee financial expert” under the SEC rules. Steve Rossi does not qualify as an independent director due to this executive position with the Company. Upon the effectiveness of the registration statement of which this prospectus forms a part, Mr. Rossi will resign from the Audit Committee and we will appoint two independent directors to the Audit Committee. We will adopt an Audit Committee charter, which will detail the purpose and principal functions of the Audit Committee, including: ● appoint, compensate, and oversee the work of any registered public accounting firm employed by us; ● resolve any disagreements between management and the auditor regarding financial reporting; ● pre-approve all auditing and non-audit services; ● retain independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation; ● seek any information it requires from employees-all of whom are directed to cooperate with the Audit Committee’s requests-or external parties; ● meet with our officers, external auditors, or outside counsel, as necessary; and ● oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy. Compensation Committee . Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a Compensation Committee of the Board. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent, subject to certain phase-in provisions. We will adopt a Compensation Committee charter, which will detail the purpose and responsibility of the Compensation Committee, including: ● discharge the responsibilities of the Board relating to compensation of our directors, executive officers and key employees; ● assist the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans; ● oversee the annual process of evaluation of the performance of our management; and ● perform such other duties and responsibilities as enumerated in and consistent with Compensation Committee’s charter. The charter will permit the committee to retain or receive advice from a compensation consultant and will outline certain requirements to ensure the consultants independence or certain circumstances under which the consultant need not be independent. However, as of the date hereof, the Company has not retained such a consultant. 46 Nominating and Governance Committee . Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a Nominating and Governance Committee of the Board that will be comprised of independent directors. We will adopt a Nominating and Governance Committee charter, which will detail the purpose and responsibilities of the Nominating and Governance Committee, including: ● assist the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual meeting of stockholders; ● lead the Board in its annual review of its performance; ● recommend to the Board director nominees for each committee of the Board; and ● develop and recommend to the Board corporate governance guidelines applicable to us. Meetings of the Board of Directors During its fiscal year ended December 31, 2020, the Board met from time to time informally and acted by written consent on numerous occasions. Indemnification and Limitation on Liability of Directors Our articles of incorporation limit the liability of our directors to the fullest extent permitted by Nevada law. Nothing contained in the provisions will be construed to deprive any director of his right to all defenses ordinarily available to the director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person. At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Employment Agreements We have no written employment agreements with any of our executive officer or key employee. Equity Incentive Plan In July 2015, the Board of Directors and stockholders adopted the Company’s 2015 Equity Incentive Plan (the “2015 Plan” ), effective as of July 5, 2015. The 2015 Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards. The 2015 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock. The Board will administer the 2015 Plan. The Board reserved 100,000,000 shares of common stock issuable upon the grant of awards under the 2015 Plan. No awards have granted to any of our officers or directors pursuant to the 2015 Plan. Our directors and executive officers, ages and position held with us is as follows: 47 Item 11. Executive Compensation. The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during the years ended December 31, 2020 and 2019 in all capacities for the accounts of our executives, including the principal executive officer and principal financial officer. Summary Compensation Table Name and Position Year Salary ($) All Other Compensation Total ($) Steven Rossi, Chief Executive Officer, President and Chair of the Board 2020 $ 87,030 $ 0 $ 87,030 2019 $ 65,589 $ 0 $ 65,589 Michael Johnston, Chief Financial Officer 2020 $ 0 $ 0 $ 0 2019 $ 0 $ 0 $ 0 Employment Agreements We have no written employment agreements with any of our executive officer or key employee. Compensation of Directors Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of filing annual report by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding common stock, (b) directors, (c) our executive officers, and (d) all executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options, Warrants and other securities convertible or exercisable into shares of common stock, provided that such securities are currently exercisable or convertible or exercisable or convertible within 60 days of the date hereof. Each director or officer, as the case may be, has furnished us with information with respect to their beneficial ownership. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their common stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their common stock. Name and Address of Beneficial Owner(1) Number of Shares Owned Percentage of Ownership (2) Steven Rossi (3) 15,500,064 9.50 % Michael Johnston 0 — Lorenzo Rossi 0 — Craig Loverock 0 — All officers and directors as a group (4 persons) 15,500,064 9.50 % 5% or more stockholders: None (1) Unless otherwise indicated, the address for each person is c/o Worksport, Ltd., 414-3120 Rutherford Rd, Vaughan, Ontario, Canada L4K 0B1. 48 (2) Based on 165,052,348 shares of common stock outstanding as of April 13, 2021 plus the number of shares of common stock the person has the right to acquire within 60 days. (3) Mr. Rossi also owns 1,000 Series A Preferred Shares which is entitled to 51% of the vote. Item 13. Certain Relationships and Related Transactions, and Director Independence Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end for the last two completed fiscal years. Transactions with Related Persons During the year ended December 31, 2019 and 2020, the Company recorded salaries expense of $65,589 and $87,030, respectively, related to services rendered to the Company by its major stockholder and CEO. Controlling Persons The Company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person. Director Independence Nasdaq listing standards require that a majority of our Board be independent within one year of our initial public offering. An “ independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Steven Rossi, Lorenzo Rossi and Craig Loverock serve as member of our Board of Directors. Our Board has determined that Craig Loverock is an “independent director” as defined in the Nasdaq listing standard and applicable SEC rules. Steven Rossi and Lorenzo Rossi do not qualify as independent directors. Audit Committee . We currently have a standing Audit Committee. Craig Loverock and Steven Rossi serve as members of our current Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, subject to certain phase-in provisions, and one member of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules. Craig Loverock meets the independent director standard under Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange Act and qualifies as an “audit committee financial expert” under the SEC rules. Steve Rossi does not qualify as an independent director due to this executive position with the Company. Upon the effectiveness of the registration statement of which this prospectus forms a part, Mr. Rossi will resign from the Audit Committee and we will appoint two independent directors to the Audit Committee. Compensation Committee . We do not currently have a Compensation Committee but we intend to establish one in the near future. 49 Nominating and Governance Committee . We do not currently have a Nominating and Governance Committee but we intend to establish one in the near future. Related Person Transaction Policy We have not had a formal policy regarding approval of transactions with related parties. We expect to adopt a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our Audit Committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee, or other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other independent body of our Board of Directors, determines in the good faith exercise of its discretion. Item 14. Principal Accounting Fees and Services. For the years ended December 31, 2020 and 2019, Haynie & Company served as our independent registered public accounting firm. The following table sets forth the aggregate fees paid or accrued for professional services rendered by our independent accountants for the audit of our annual consolidated financial statements for the years ended December 31, 2020 and 2019, and the aggregate fees paid or accrued for audit-related services and all other services rendered by our independent accountants for those years. Year Ended December 31, 2020 2019 Audit Fees $ 60,556 $ 84,287 Tax Fees — — Other — — Total $ 60,556 $ 84,287 The category of “Audit fees” includes fees for our annual audit, quarterly reviews of our 10-Q reports, and services rendered in connection with statutory or regulatory filings with the SEC. “Tax fees” include fees incurred in the review and preparation of our annual income tax filings. The audit committee, chaired by Craig Loverock, performs the duties of evaluating the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. 50 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Financial Statements. We have filed the financial statements listed under Item 8 of this annual report. (b) Exhibits. The table below sets forth the exhibits we have filed or furnished to this annual report as required by Item 601 of Regulation S-K. Exhibit No.: Description: 3.1 Articles of Incorporation (1) 3.1.1* Certificate of Designation Series A Preferred Stock 3.2 Bylaws (1) 3.3 Articles of Merger of TMAN Global.com, Inc. and Franchise Holdings International, Inc. (2) 4.1* Description of Securities 10.1 Broker-Dealer Agreement,, dated September 15, 2020, between Worksport, Ltd. and Dalmore Group, LLC (3) 10.2 Patent License Agreement, dated November 26, 2014 (4) 10.3 Corporate Advisory Services Agreement between Worksport, Ltd. and Belair Capital Partners, Inc., dated May 1, 2014 (4) 10.4 Shipping Agreement with Federal Express (Fedex), dated September 26, 2014 (4) 10.5 Shipping Agreement with United Parcel Service (UPS), dated March 31, 2014 (4) 10.6 Warehousing and Shipping with JBF Express, dated July 24, 2013 (4) 10.7 Continuous Importation Bond with Globe Express Services (4) 10.8 Business Services Agreement, between 1369781 and Worksport, Ltd, dated July 1, 2015 (5) 10.9 Business Services Agreement, between 2224342 and Worksport, Ltd, dated July 23, 2015 (5) 10.10 Services Agreement, between Marchese and Worksport, Ltd., dated July 3, 2015 (5) 10.11 Services Agreement, between JAAM and Worksport, Ltd, dated July 15, 2015 (5) 10.12 Software as a Service Agreement, dated September 16, 2020, between Worksport, Ltd. and Novation Solutions Inc. (3) 21.1* Subsidiaries of the Registrant 31.1 Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1 Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Rule 13a-14(a) or 15d-14(a) Certification of Principal Financial Officer of the Registrant 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit No.: Description: 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *Filed herewith. (1) Filed as an exhibit to the Registrant’s Form 10-KSB, filed October 13, 1999 and incorporated by reference herein. (2) Filed as an exhibit to the Registrant’s Form 10-Q, filed April 24, 2009 and incorporated by reference herein. (3) Filed as an exhibit to the Registrant’s Form 1-A, filed on July 15, 2020 and incorporated by reference herein. (4) Filed as an exhibit to the Registrant’s Form 8-K, filed on December 17, 2014 and incorporated by reference herein. (5) Filed as an exhibit to the Registrant’s Form S-1, filed on July 21, 2015 and incorporated by reference herein. Item 16. Form 10-K Summary. None 51 SIGNATURES Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 13, 2021 By: / s/ Steven Rossi Name: Steven Rossi Title: President and Chief Executive Officer Date: April 13, 2021 By: / s/ Michael Johnston Name: Michael Johnston Title: Chief Financial and Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Steven Rossi Chief Executive Officer, President, Secretary and Director April 13, 2021 Steven Rossi (Principal Executive Officer) /s/ Michael Johnston Chief Financial Officer April 13, 2021 Michael Johnston (Principal Financial Officer and Principal Accounting Officer) /s/ Lorenzo Rossi Director April 13, 2021 Lorenzo Rossi /s/ Craig Loverock Director April 13, 2021 Craig Loverock 52