What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 500 added, 319 removed, 326 unchanged (72% of the section changed)

1 unchanged sentence

Consolidated Balance Sheets

June 30, 2021

September 30, 2021

December 31, 2020

Current Assets

Cash and cash equivalents

Cash, restricted cash and cash equivalents

Restricted cash

Accounts receivable net

21 unchanged sentences

Shareholders’ Equity (Deficit)

Series A & B Preferred Stock, $ 0.0001 par value, 100,100 shares authorized, 100 Series A and 0 Series

B issued and outstanding, respectively (note 6)

Common stock, $ 0.0001

par value, 299,000,000 shares authorized, 162,763,986

and 3,820,618 shares issued and outstanding,

respectively (note 6)

Series A & B Preferred Stock, $ 0.0001 par value, 100,100 shares authorized, 100 Series A and 0 Series B issued and outstanding, respectively (note 6)

Common stock, $ 0.0001 par value, 299,000,000 shares authorized, 16,829,037 and 3,820,618 shares issued and outstanding, respectively (note 6)

Additional paid-in capital

9 unchanged sentences

Consolidated Statements of Operations

the three and six months ended June 30, 2021 and 2020

Three Months ended June 30

Six Months ended June 30,

the three and nine months ended September 30, 2021 and 2020

Three Months ended

Nine Months ended

Cost of Goods Sold

8 unchanged sentences

( 2,039,965 )

( 3,844,347 )

Other Income (Expense)

Interest expense (note 5)

Interest income

Gain (loss) on settlement of debt

8 unchanged sentences

Consolidated Statements of Cash Flows

the six Months Ended June 30, 2021 and 2020

the nine Months Ended September 30, 2021 and 2020

Operating Activities

2 unchanged sentences

Adjustments to reconcile net loss to net cash from operating activities:

Shares and warrants issued for services

Shares, options and warrants issued for services

Depreciation and amortization

3 unchanged sentences

Amortization on OID interest

Gain on settlement of debt

Total items not involving cash flow from operating activities

Loss (Gain) on settlement of debt

Adjustments to reconcile net

loss to net cash from operating activities total

( 1,899,340 )

Changes in operating assets and liabilities (note 8)

Net cash used in operating activities

( 2,031,966 )

Cash Flows from Investing Activities

Repayment of lease liability

Loan receivable

4 unchanged sentences

Financing Activities

Repayment of lease liability

Proceeds from issuance of common shares, net of issuance cost

6 unchanged sentences

Change in cash

Cash and cash equivalents - beginning of year

Cash and cash equivalents end of year

Cash, restricted cash and cash equivalents - beginning of year

Cash, restricted cash and cash equivalents end of period

Supplemental disclosure of cash flow information:

1 unchanged sentence

Supplemental Disclosure of non-cash investing and financing Activities

Purchase of software

Shares issued for purchase of software

Shares issued to service providers

Cashless warrant exercise

Shares issued for share subscriptions payable

Non-cash for prepaids

Shares issued from share subscriptions payable

Shares issued for loan repayment

Conversion of convertible promissory note to common stock

5 unchanged sentences

Consolidated Statements of Shareholders’ Deficit

the Three Months Ended June 30, 2020 and 2021

the Three Months Ended September 30, 2021 and 2020

Preferred Stock

Subscriptions

Additional Paid-in

Share Subscriptions

Share Subscription

Cumulative Translation

Total Stockholders’ Equity

Balance at April 1, 2020

Stockholders’ Equity

Balance at July 1, 2020

$ ( 12,022,864 )

2 unchanged sentences

Issuance for prepaid services and subscriptions payable

Issuance of Series A Preferred Stock

Conversion of preferred stock to common stock

Consulting Service for share subscriptions

Issuance of shares from Reg-A

Conversion of convertible promissory note to shares

Cashless warrant exercise

Share issuance cost

Issuance for services and subscriptions payable

Issuance of shares from private placement

Warrant exercise

Loan repayment

Issuance of share subscriptions payable

Warrants issuance in connection to convertible promissory note

Share issuance in connection to convertible promissory note

Issuance for settlement of payables

Issuance of Preferred Stock

Warrants issuance for services

Balance at June 30, 2020

Warrant issuance for services

Issuance of subscriptions payable

Stock split provision

Stock split provision, shares

Issuance for services and subscriptions payable

Public offering

Share issuance cost

Warrant exercise (note 14)

Warrant exercise (note 14), shares

for services , shares

issuance in connection to convertible promissory note (note 5)

issuance in connection to convertible promissory note (note 5) , shares

of convertible promissory note to shares (note 5)

of convertible promissory note to shares (note 5) , shares

for settlement of payables

for settlement of payables , shares

of Preferred Stock

of Preferred Stock , shares

of preferred stock to common stock

of preferred stock to common stock , shares

for services and subscriptions payable

for services and subscriptions payable , shares

of shares from private placement

of shares from private placement , shares

issuance for services

repayment (note 4 and 11)

repayment (note 4 and 11) , shares

Balance at September 30, 2020

$ ( 12,627,854 )

$ ( 444,263 )

Balance at April 1, 2021

Balance at July 1, 2021

$ ( 14,901,211 )

Conversion of preferred stock to common stock

Consulting Service for share subscriptions

Stock split provision

Issuance for services and subscriptions payable

Public offering

Share issuance cost

Issuance of shares from private placement

( 4,335,908 )

Warrant exercise (note 14)

Loan repayment (note 11)

Balance at June 30, 2021

( 2,064,281 )

Balance at September 30, 2021

$ ( 17,052,179 )

accompanying notes form an integral part of these condensed consolidated financial statements

Consolidated Statements of Shareholders’ Deficit

the Six Months Ended June 30, 2020 and 2021

the Nine Months Ended September 30, 2021 and 2020

Subscriptions

Total Stockholders’ Equity

Balance at January 1, 2020

Stockholders’ Equity

at January 1, 2020

$ ( 11,678,413 )

$ ( 882,561 )

Issuance for prepaid services

Issuance for prepaid services and subscriptions payable

Issuance of share subscriptions payable

Warrants issuance in connection to convertible promissory note (note 5 and 10)

Share issuance in connection to convertible promissory note (note 5)

Issuance for settlement of payables

Issuance of Preferred Stock

Balance at June 30, 2020

for prepaid services and subscriptions payable

of subscriptions payable

issuance for service

issuance in connection to convertible promissory note (note 5)

of convertible promissory note to shares (note 5)

for settlement of payables

of Preferred Stock

at September 30, 2020

$ ( 12,627,854 )

$ ( 444,263 )

Balance at January 1, 2021

at January 1, 2021

$ ( 12,866,033 )

Conversion of preferred stock to common stock

Consulting Service for share subscriptions

Issuance for services and subscriptions payable

Issuance of shares from Reg-A

Share issuance cost

Issuance of shares from private placement

Warrants issuance for services

Conversion of convertible promissory note to shares (note 5)

Cashless warrant exercise (note 14)

Warrant exercise (note 14)

Loan repayment (note 11)

split provision

of preferred stock to common stock

for services and subscriptions payable

issuance cost

( 4,459,892 )

Balance at June 30, 2021

of shares from private placement

issuance for services

of convertible promissory note to shares (note 5)

exercise (note 14)

repayment (note 4 and 11)

( 4,099,459 )

accompanying notes form an integral part of these condensed consolidated financial statements

( 4,099,459 )

at September 30, 2021

$ ( 17,052,179 )

to the Condensed Consolidated Financial Statements

8 unchanged sentences

statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature.

results for the six-month period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year

ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the

Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021.

results for the nine month period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the

year ending December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with

the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 13, 2021.

May 21, 2021, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State

2 unchanged sentences

The Certificate of Change

was submitted to the Nevada Secretary of State on May 21, 2021 and the FINRA corporate action was filed on August 3, 2021.

FINRA declared

the 1 for 20 reverse stock split effective on August 4, 2021.

These condensed interim financial statements including, prior period comparative

share amounts, have been retrospectively restated to reflect this reverse split.

was submitted to the Nevada Secretary of State on May 21, 2021 and the FINRA corporate action was announced on August 3, 2021.

declared the 1 for 20 reverse stock split effective on August 4, 2021.

These condensed interim financial statements including, prior

period comparative share amounts, have been retrospectively restated to reflect this reverse split.

the nine months period September 30, 2021 Terravis Energy Inc.

was incorporated in the State of Nevada on May 5, 2021.

On August 20,

2021 the Company was issued 100 common shares at par value of $0.0001 per share for a controlling interest in Terravis Energy Inc.

Functional and Reporting Currency

20 unchanged sentences

ability to continue as a going concern within one year after the date the financial statements are issued.

of June 30, 2021, the Company had working capital of $ 11,657,250 and an accumulated deficit of $ 14,901,211 .

As of June 30, 2021, the

Company had cash and cash equivalents of $ 12,266,597 .

Based on its current operating plans, the Company believes it has sufficient level

of funding for anticipated operations, capital expenditures and debt repayments for a period of at least 12 months from the issuance

date of this Annual Report.

the six month ended June 30, 2021 the Company through its Reg-A public offering, private placement offering, and exercises of warrants

had raised in aggregate of approximately $ 12,700,000 .

In addition, as of August 2021 the Company has approximately 2,500,000 ( 50,000,000

pre-stock split) warrants exercisable at $ 4 ($ 0.20 pre-stock split) per warrant compare to an average share price of approximately $ 4.30

($ 0.22 pre-stock split) per share, anticipating additional warrant exercises.

on the Company’s future operating plans, existing cash of $ 12,266,597 combined with possible warrants exercises of approximately

$ 10,000,000 ;

management believes the Company have sufficient funds to meet its contractual obligations and working capital requirements

for the next 12 months and the foreseeable future.

of September 30, 2021, the Company had working capital of $ 35,034,578 and an accumulated deficit of $ 17,052,179 .

As of September 30,

2021, the Company had cash, restricted cash and cash equivalents of $ 30,920,477 .

Based on its current operating plans, the Company believes

it has sufficient level of funding for anticipated operations, capital expenditures and debt repayments for a period of at least 12 months

from the issuance date of this Quarterly Report.

the nine months ended September 30, 2021 the Company through its Reg-A public offering, underwritten public offering, private placement

offering, and exercises of warrants had raised in aggregate of approximately $ 32,800,000 .

In addition, as of November 2021 the Company has approximately 6,400,000

warrants and stock options exercisable at

per warrant and stock option compared to an average

share price of approximately $ 5.10

The Company is anticipating additional

warrant exercises.

to the Condensed Consolidated Financial Statements

Business condition (continued)

on the Company’s future operating plans, existing cash and restricted cash of $ 30,920,477 combined with possible warrants and stock

options exercises of approximately $ 33,000,000 ;

management believes the Company have sufficient funds to meet its contractual obligations

and working capital requirements for the next 12 months and the foreseeable future.

Reclassification

amounts in the prior period Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 have been reclassified

to conform with current period presentation.

The Company reclassified $ 25,352 of changes from accounts payable and accrued liabilities

under operating assets and liabilities to repayment of lease liability under financing activities.

This reclassification resulted in

a decrease in net cash used by operating activities from $ 407,704 to $ 382,352 and decrease in net cash provided by financing activities

from $ 879,571 to $ 854,219 .

This reclassification did not have any effect on the reported results of operations.

Significant Accounting Policies

1 unchanged sentence

the Company’s audited financial statements for the year ended December 31, 2020 in addition to:

and Equipment – During the three month ended March 31, 2021 the Company purchased an automobile.

As such the Company has updated

its accounting policy of its capital assets.

Capital assets are recorded at cost and are amortized using the straight-line method over

the following estimated useful lives:

Inventory consists of the following at June 30, 2021 and December 31, 2020:

and Equipment – During the nine months ended September 30, 2021 the Company purchased an automobile.

As such the Company has

updated its accounting policy of its capital assets.

Capital assets are recorded at cost and are amortized using the straight-line method

over the following estimated useful lives:

consists of the following at September 30, 2021 and December 31, 2020:

Schedule of Inventory

Finished goods

3 unchanged sentences

Promissory Notes

following tables shows the balance of the notes payable as of June 30, 2021 and December 31, 2020:

following tables shows the balance of the notes payable as of September 30, 2021 and December 31, 2020:

Schedule of Notes Payable

2 unchanged sentences

Balance as at December 31, 2020

Balance as at June 30, 2021

Balance as at September 30, 2021

the year ended December 30, 2020, the Company reclassified $ 88,120 from accounts payable to promissory notes.

10 unchanged sentences

The secured promissory note is secured by all present and after-acquired property and assets of the Company.

year ended December 31, 2019, the Company extended the maturity dates of the secured promissory notes to be due on April 1, 2021.

at June 30, 2021, principal balance owing was $ 96,091 ($ 123,231 Canadian Dollars) (December 31, 2020 - $ 96,091 ($ 123,231 Canadian Dollars)).

As of June 30, 2021, the accrued interest on this note payable was $ 57,582 ($ 75,102 Canadian Dollars) (December 31, 2020 - $ 48,770 ($ 64,102

Canadian Dollars)) included in accounts payable and accrued liabilities.

As of June 30, 2021, the Company and the secured promissory

note holder are in dispute.

to the Condensed Consolidated Financial Statements

Promissory Notes (continued)

31, 2019, the Company extended the maturity dates of the secured promissory notes to be due on April 1, 2021.

As at September 30, 2021,

principal balance owing was $ 96,091 ($ 123,231 Canadian Dollars) (December 31, 2020 - $ 96,091 ($ 123,231 Canadian Dollars)).

As of September

30, 2021, the accrued interest on this note payable was $ 61,970 ($ 80,693 Canadian Dollars) (December 31, 2020 - $ 48,770 ($ 64,102 Canadian

Dollars)) included in accounts payable and accrued liabilities.

As of September 30, 2021, the Company and the secured promissory note

holder are in dispute.

the year ended December 31, 2016, the Company issued secured promissory notes in the amount of $ 79,000 .

5 unchanged sentences

notes to be due on April 1, 2021.

As at June 30, 2021 principal balance owing was $ 79,000 (December 31, 2020 - $ 79,000 ).

As of June 30,

2021, the accrued interest on this note payable was $ 38,032 (December 31, 2020 – $ 31,000 ) included in accounts payable and accrued

As of June 30, 2021, the Company and the secured promissory note holder are in dispute.

the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $ 53,848 ($ 67,700 Canadian Dollars).

secured promissory notes were due in October and November 2018 and bears interest at a rate of 12 % per annum.

The secured promissory

notes are secured by Company inventory and personal assets held by the CEO.

During the year ended December 31, 2019, the Company extended

the maturity date of the secured promissory notes to November 3, 2020.

During the six months ended June 30, 2021, the Company and promissory

note holders reached an agreement to repay $ 62,905 ($ 80,108 Canadian Dollars) for outstanding principal of $ 53,848 and interest of $ 14,740 .

As at September 30, 2021 principal balance owing was $ 79,000 (December 31, 2020 - $ 79,000 ).

As of September

30, 2021, the accrued interest on this note payable was $ 41,607 (December 31, 2020 – $ 31,000 ) included in accounts payable and

accrued liabilities.

As of September 30, 2021, the Company and the secured promissory note holder are in dispute.

the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $ 53,848

Canadian Dollars).

The secured promissory notes

were due in October and November 2018 and bears interest at a rate of 12 %

The secured promissory notes are secured by Company inventory and personal assets held by the CEO.

During the year ended December

31, 2019, the Company extended the maturity date of the secured promissory notes to November 3, 2020.

During the nine months ended September

30, 2021, the Company and promissory note holders reached an agreement to repay $ 62,905 ($ 80,108 Canadian Dollars) for outstanding principal

of $ 53,848 and interest of $ 14,740 .

As a result of the Company recognized a gain on settlement of debt of $ 5,682 .

As of June 30, 2021 the secured promissory notes has been

repaid in full.

to the Condensed Consolidated Financial Statements

Promissory Notes (continue)

As of September 30,

2021 the secured promissory notes has been repaid in full.

the years ended December 31, 2017, the Company issued secured promissory notes in the amount of $ 60,000 .

6 unchanged sentences

During the year ended December 31, 2019, the Company a principal repayment of $ 10,000 .

the quarter ended June 30, 2021 the Company and secured promissory note holder agreed to repay all outstanding principal and interest

through the issuance of 36,048 ( 720,966 pre-stock split) common shares valued at $ 0.09 per share.

As at June 30, 2021, the Company had

recorded principal and interest of $ 73,886 as a result of the share repayment the Company recognized a gain on settlement of $ 8,997 .

As of June 30, 2021 the secured promissory notes has been repaid in full.

amounts repayable under promissory notes and secured promissory notes at June 30, 2021 and December 31, 2020:

the quarter ended September 30, 2021 the Company and secured promissory note holder agreed to repay all outstanding principal and interest

through the issuance of 36,048 common shares valued at $ 0.09 per share.

As at September 30, 2021, the Company had recorded principal

and interest of $ 73,886 as a result of the share repayment the Company recognized a gain on settlement of $ 8,997 .

As of September 30,

2021 the secured promissory notes has been repaid in full.

amounts repayable under promissory notes and secured promissory notes at September 30, 2021 and December 31, 2020:

Schedule of Secured Notes Payable

June 30, 2021

September 30, 2021

December 31, 2020

6 unchanged sentences

be paid in tranches.

As additional consideration for the purchase of the note, (I) the Company issued to Leonite 22,500 ( 450,000 pre-stock

split) common shares, and (ii) the Company issued to Leonite a five -year warrant to purchase 45,000 ( 900,000 pre-stock split) common

shares at an exercise price of $ 2.00 ($ 0.10 pre-stock split) per share (subject to adjustment), which may be exercised on a cashless

As additional consideration for the purchase of the note, (I) the Company issued to Leonite 22,500 common shares,

and (ii) the Company issued to Leonite a five -year warrant to purchase 45,000 common shares at an exercise price of $ 2.00 per share (subject

to adjustment), which may be exercised on a cashless basis.

Refer to note 14 for warrant valuation.

note carries an original issue discount of $ 44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other

transactional costs incurred in connection with the purchase of the note.

Therefore, the purchase price of the note was $ 500,000 .

February 28, 2020, the Company recorded $ 198,715 , $ 182,500 principal and $ 16,215 original issue discount.

On September 1, 2020 the Company

recorded an additional $ 310,322 , $ 285,000 principal and $ 25,322 original issue discount.

As of June 30, 2021, the Company has recorded

$ 509,037 , $ 467,500 principal and $ 41,537 original issue discount.

Furthermore, the Company issued 22,500 ( 450,000 pre-stock split) shares

of common stock valued at $ 123,390 and a debt-discount related to the warrants valued at $ 344,110 .

During the year ended December 31,

2020 Leonite converted $ 226,839 of convertible promissory note into 126,022 ( 2,520,434 pre-stock split) common shares at $ 1.80 ($ 0.09

pre-stock split) per share.

The original value of the convertible note converted was $ 182,565 as a result the Company recognized a loss

of $ 44,274 on settlement of debt.

During the six months ended June 30, 2021 Leonite converted its remaining outstanding principal and

interest into common share.

Leonite received 204,622 ( 4,092,431 pre-stock split) common shares at $ 1.80 ($ 0.09 pre-stock split) per share

valued at $ 368,319 .

The original value of the convertible note converted including interest was $ 325,667 .

As a result the Company recognized

a loss of $ 42,651 on settlement of debt.

In connection with the settlement the Company expensed the remaining $ 148,027 of the original

debt discount to interest expense.

As of June 30, 2021 the convertible promissory note has been repaid in full.

Company amortized $ 58,146 (2020 - $ 11,677 ) of financing costs related to the shares and warrants for the six months ended June 30, 2021.

The remaining net balance of the note at June 30, 2021 is $ 0 (2020 - $ 12,715 ) comprised of principal of $ 0 (2020 - $ 183,538 ) and net

of unamortized debt discount of $ 0 (2020 - $ 170,823 ).

to the Condensed Consolidated Financial Statements

Shareholders’ Equity (Deficit)

the six months ended June 30, 2021 the Company issued a total of 1,502,409 ( 30,048,199 pre-stock split) common shares relating

to the Reg-A public offering.

Of the shares issued 15,500 ( 312,000 pre-stock split) common shares valued at $ 31,200 were from share subscription

payable and 750 ( 15,000 pre-stock split) common shares were cancelled and refunded valued at $ 1,500 .

The Company incurred share issuance

cost of $ 123,984 .

the same period 1,409,123 ( 28,182,451 pre-stock split) Reg-A public offering warrants were exercised for 1,409,122 ( 28,182,451

pre-stock split) common shares.

As of June 30, 2021 1,311,394 ( 26,227,876 pre-stock split) common shares were issued valued at $ 5,245,592 .

Subsequent to June 30, 2021 the remaining 97,729 ( 1,954,575 pre-stock split) common shares valued at $ 390,915 were issued.

the six months ended June 30, 2021 the Company raised $ 4,081,980 through private placement offerings for 2,040,990 ( 40,819,800 pre-stock

split) common shares and warrants.

the six months ended June 30, 2021 the Company entered into consulting agreements with third party consultants for 370,000 ( 7,400,000

pre-stock split) shares of common stock valued at $ 1,588,000 for consulting services.

The services will be expensed throughout

the term of the agreement as the Company accrues the stock payable.

As of June 30, 2021 the Company recorded $ 337,145 in share subscriptions

the six months ended June 30, 2021 the Company issued 259,808 ( 5,196,154 pre-stock split) common shares valued at $ 741,159 for consulting

services, $ 241,559 were issued from share subscriptions payable.

During the same period the Company issued 150,000 ( 3,000,000 pre-stock

split) common shares valued at $ 390,000 for consulting services.

During the same period the Company issued 3,350 ( 67,000 pre-stock split)

common shares for employee compensation valued at $ 24,121 .

the six months ended June 30, 2021 the Company entered into a loan settlement agreement with a loan holder to issue 62,006 ( 1,240,111

pre-stock split) common shares at $ 1.80 ($ 0.09 pre-stock split) per share for all outstanding loan principal and interest valued

Convertible Promissory Notes (continued)

note carries an original issue discount of $ 44,425

to cover Leonite’s legal fees, accounting

fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note.

Therefore, the purchase

price of the note was $ 500,000 .

On February 28, 2020, the Company recorded $ 198,715 ,

principal and $ 16,215

original issue discount.

On September 1, 2020

the Company recorded an additional $ 310,322 ,

principal and $ 25,322

original issue discount.

As of September 30,

2021, the Company has recorded $ 509,037 ,

principal and $ 41,537

original issue discount.

Furthermore, the Company

issued 22,500

shares of common stock valued at $ 123,390

and a debt-discount related to the warrants valued

at $ 344,110 .

As of the date of the settlement the Company had $ 157,787 loan payable, resulting in the Company recognized a

gain on settlement of $ 46,176 .

During the year ended December 31, 2020 Leonite converted $ 226,839

of convertible promissory note into 126,022

common shares at $ 1.80

The original value of the convertible

note converted was $ 182,565

as a result the Company recognized a loss of

on settlement of debt.

During the nine months

ended September 30, 2021 Leonite converted its remaining outstanding principal and interest into common shares.

Leonite received

common shares at $ 1.80 per share valued at $ 368,319 .

The original value of the convertible note converted including interest was $ 325,667 .

As a result the Company recognized a loss of $ 42,651

on settlement of debt.

In connection with the

settlement the Company expensed the remaining $ 148,027

of the original debt discount to interest expense.

As of September 30, 2021 the convertible promissory note has been repaid in full.

Company amortized $ 58,146 (2020 - $ 11,677 ) of financing costs related to the shares and warrants for the nine months ended September

The remaining net balance of the note at September 30, 2021 is $ 0 (2020 - $ 12,715 ) comprised of principal of $ 0 (2020 - $ 183,538 )

and net of unamortized debt discount of $ 0 (2020 - $ 170,823 ).

Shareholders’ Equity (Deficit)

the nine months period ended September 30, 2021, the following transactions occurred:

the nine months ended September 30, 2021 the Company issued a total of 1,502,409

common shares relating to the Reg-A public offering.

Of the shares issued 15,500

common shares valued at $ 31,200

were from share subscription payable and 750

common shares were cancelled and refunded valued at $ 1,500 .

The Company raised $ 3,004,818

and incurred share issuance cost of $ 123,984 .

the nine months ended September 30, 2021 the Company had a underwriters’ public offering for 3,272,727 units consisting of 1 common

share and 1 warrant at $ 5.50 per unit.

In addition, the Company has granted the underwriter of the offering the option to purchase 490,909

warrants and/or an additional 490,909 common shares for 45 days after the closing of the option.

During the nine months ended September

30, 2021 the underwriter purchased 210,909 common shares at $ 5.49 per share and 490,909 warrants.

A cumulative 3,483,636 common shares

were issued in connection with offering for $ 19,162,798 incurring share issuance costs of $ 4,335,908 .

the same period 2,277,171

warrants were exercised for 2,196,416

common shares.

As of September 30, 2021 2,190,515

common shares were issued valued at $ 8,387,758 .

Subsequent to September 30, 2021 the remaining 5,899

common shares valued at $ 20,000

Refer to note 14.

As of June 30, 2021 the Company issued 62,006 ( 1,240,111 pre-stock split) common

the six months ended June 30, 2021 the Company entered into a promissory notes payable settlement agreement with a note holder to issue

36,048 (720,996 pre-stock split) common shares valued at $ 1.80 ($ 0.09 pre-stock split) per share for a total value of

As of the date of the settlement the Company had $ 73,886 promissory notes payable, resulting in the Company recognized

a gain on settlement of $ 8,997 .

the nine months ended September 30, 2021 the Company raised $ 4,081,980

through private placement offerings of 2,040,990

units for 1 common share and 2 warrants at $ 2 per unit.

As such the Company issued 2,040,990

shares in connection with the private offering.

the nine months ended September 30, 2021 the Company entered into a loan settlement agreement with a loan holder to issue 62,006 common

shares at $ 1.80 per share for all outstanding loan principal and interest valued at $ 111,610 .

As of the date of the settlement the Company

had $ 157,787 loan payable, resulting in the Company recognized a gain on settlement of $ 46,176 .

Refer to note 11.

As of June 30, 2021 the Company issued 36,048 ( 720,966 pre-stock split) common shares.

the six months ended June 30, 2021 the Company entered into a settlement agreement with the convertible promissory note holder to settle

all outstanding principal and interest.

The Company issued 204,622 ( 4,092,431 pre-stock split) common shares at $ 1.80 ($ 0.09 pre-stock

split) per share valued at $ 368,318 .

As of the date of the settlement the Company had $ 325,667 convertible promissory note,

resulting in the Company recognized a loss of $ 42,651 on settlement of debt.

During the same period the convertible promissory note

holder exercised 39,512 ( 790,243 pre-stock split) warrants on a cashless basis for 39,512 ( 790,243 pre-stock split) common shares.

to note 5 and 14.

the six months ended June 30, 2021 the Company issued 1,717,535 ( 34,350,697 pre-stock split) common shares to Steve Rossi, the Company’s

Chief Executive Officer and Director, in connection with his Employment Agreement in consideration for Mr.

Rossi agreeing to amend the

Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights and returning 900 Series A Preferred

Stock to the Company.

the six-months ended June 30, 2020 the Company issued 66,667 ( 1,333,333 pre-stock split) and 12,000 ( 240,000 pre-stock split) common

shares at $ 1.80 ($ 0.09 pre-stock split) and $ 1.40 ($ 0.07 pre-stock split) per share for $120,000 and $ 16,800 respectively for prepaid

advertising services.

As of June 30, 2020 the Company has expensed $ 6,620 from prepaid expenses.

the six-months ended June 30, 2020 the Company entered into a share subscription agreement with a consultant of the Company for 200,000

( 4,000,000 pre-stock split) common shares valued at $125,000 for prepaid consulting services.

As of June 30, 2020 the Company issued

107,500 ( 2,150,000 pre-stock split) shares with a value of $ 67,188 .

As of June 30, 2020 the Company has expensed $ 62,500 from prepaid

the six-months ended June 30, 2020 the Company issued a consultant 200,000 ( 4,000,000 pre-stock split) common shares of subscription

payable with a value of $ 456,000 relating to the anti-dilution feature triggered on March 5, 2019.

the six-months ended June 30, 2020 the Company issued 22,942 ( 458,834 pre-stock split) common shares pursuant to a subscription payable

As of September 30,

2021 the Company issued 62,006 common shares.

the nine months ended September 30, 2021 the Company entered into a promissory notes payable settlement agreement with a note holder

to issue 36,048 common shares valued at $ 1.80 per share for a total value of $64,890.

As of the date of the settlement the Company had

$ 73,886 promissory notes payable, resulting in the Company recognized a gain on settlement of $ 8,997 .

Refer to note 4.

As of September

30, 2021 the Company issued 36,048 common shares.

the nine months ended September 30, 2021 the Company entered into a settlement agreement with the convertible promissory note holder

to settle all outstanding principal and interest.

The Company issued 204,622

common shares at $ 1.80

per share valued at $ 368,318 .

As of the date of the settlement the Company had $ 325,667

convertible promissory note, resulting in the

Company recognizing a loss of $ 42,651

on settlement of debt.

Refer to note 5.

to the Condensed Consolidated Financial Statements

Shareholders’ Equity (Deficit) (continued)

the nine months ended September 30, 2021 the Company issued 1,717,535 common shares to Steve Rossi, the Company’s Chief Executive

Officer and Director, in connection with his Employment Agreement in consideration for Mr.

Rossi agreeing to amend the Series A Certificate

of Designation to eliminate the Series A Preferred Stock conversion rights and returning 900 Series A Preferred Stock to the Company.

the nine months ended September 30, 2021 the Company entered into consulting agreements with third party consultants for 380,000 shares

of common stock valued at $ 1,648,700 for consulting services.

As of September 30, 2021 the Company issued 370,000 common shares to the

third party consultants for services received.

The remaining 10,000 common share will be expensed throughout the term of the agreement

as the Company accrues the stock payable.

As of September 30, 2021 the Company recorded $ 44,652 in share subscriptions payable.

the nine months ended September 30, 2021 the Company issued 259,808 common shares valued at $ 741,159 for consulting services, $ 241,559

were issued from share subscriptions payable.

During the same period the Company issued 150,000 common shares valued at $ 390,000 for

consulting services.

During the same period the Company issued 3,350 common shares for employee compensation valued at $ 24,121 .

the nine months ended September 30, 2021 the Company granted 750,000 restricted shares of the Company to consultants for services to

be rendered over a period of 12 and 24 months.

Upon issuance 750,000 of the restricted shares vested immediately and issued.

As of September

30, 2021 the Company recognized consulting and advertising expense of $ 177,333 and $ 3,812,667 to prepaid expense.

the nine months ended September 30, 2021 the Company granted 45,000 restricted shares of the Company to directors of the Company.

issuance 15,000 of the restricted shares vested immediately, 30,000 shall vest on January 1, 2022.

As of September 30, 2021 the Company

recognized consulting expense of $ 35,569 .

the nine months ended September 30, 2021, the Company completed a share consolidation of the Company’s issued and outstanding common

shares based on twenty (20) pre-consolidation shares to one (1) post-consolidation share.

As a result of the share consolidation a anti-dilution

clause was triggered resulting in the Company issuing 237,500 common shares valued at $ 86,688 .

the nine months period ended September 30, 2020, the following transactions occurred:

the nine months ended September 30, 2020 the Company issued 120,651 common shares at $ 1.40 per share for $ 168,910 for consulting services.

the nine months ended September 30, 2020, the Company issued 126,022 common shares pursuant to the conversion of the convertible promissory

note (note 5) with a value of $ 226,839 .

the nine months ended September 30, 2020, the Company entered into a share subscription agreement with a consultant of the Company for

200,000 common shares valued at $ 250,000 .

the nine months ended September 30, 2020 the Company issued 66,667 and 12,000 common shares at $ 1.80 and $ 1.40 per share for $ 120,000

and $ 16,800 respectively for prepaid advertising services.

As of September 30, 2020 the Company has expensed $ 53,293 from prepaid expenses.

the nine months ended September 30, 2020 the Company entered into a share subscription agreement with a consultant of the Company for

200,000 common shares valued at $ 125,000 for prepaid consulting services.

As of September 30, 2020 the Company issued 107,500 shares

with a value of $ 67,188 .

the six-months ended June 30, 2020 the Company issued 22,500 ( 450,000 pre-stock split) shares in connection with the issuance of convertible

promissory note (note 5) at $ 5.40 ($ 0.27 pre-stock split) per share.

the six-months ended June 30, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for 134,049

( 2,680,981 pre-stock split) shares valued at $ 138,818 .

As of June 30, 2020 the Company has issued 109,548 ( 2,190,959 pre-stock split)

As of September 30, 2020 the Company has expensed $93,750 from prepaid expenses.

the nine months ended September 30, 2020 the Company issued a consultant 284,349 common shares of subscription payable with a value of

$ 648,147 relating to the anti-dilution feature triggered on March 5, 2019.

the nine months ended September 30, 2020 the Company issued 22,942 common shares pursuant to a subscription payable with a value of $ 55,000 .

the nine months ended September 30, 2020 the Company issued 22,500 shares in connection with the issuance of convertible promissory note

(note 5) at $ 5.40 per share.

to the Condensed Consolidated Financial Statements

Shareholders’ Equity (Deficit) (continued)

the six-months ended June 30, 2020, Steven Rossi (the Company’s CEO) was issued 1,000 Series A Preferred Shares at $ 0.09 per share

equal to 299,000 common shares voting rights.

of June 30, 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $ 0.0001 .

the nine months ended September 30, 2020 the Company entered into a settlement to fulfill a debt purchase agreement entered in 2017 for

205,000 shares valued at $ 856,080 .

As of September 30, 2020 the Company has issued 205,000 shares.

the nine months ended September 30, 2020, Steven Rossi (the Company’s CEO) was issued 1,000 Series A Preferred Shares at $0.09

per share equal to 299,000 common shares voting rights.

of September 30, 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $ 0.0001 .

were ranked equally with regards to the Company’s residual assets.

6 unchanged sentences

Related Party Transactions

the six months ended June 30, 2021, the Company recorded salaries expense of $ 77,026 (2020 - $ 31,837 ) related to services rendered to

the Company by its CEO.

the six months ended June 30, 2021 the Company repaid $ 36,494 to the Company’s CEO and director.

During the same period the Company’s

CEO and director paid on behalf of the Company’s operating expense of $ 10,563 for a total net transaction $ 25,931 .

30, 2021 the Company has a receivable from related party of $ 2,538 .

the six months ended June 30, 2021 the Company paid a director of the Company $ 50,000 for services rendered from 2015 to 2020.

the six months ended June 30, 2021, the Company paid $ 59,203 to a U.S.-based corporation which the Company’s CEO and director is

also a stockholder.

the nine months ended September 30, 2021, the Company recorded salaries expense of $ 157,899 (2020 - $ 48,194 ) related to services rendered

to the Company by its CEO.

During the same period the Company recorded salaries expense of $ 58,167 to an officer of the Company who is

also a director of the Company.

the nine months ended September 30, 2021 the Company repaid $ 75,621 to the Company’s CEO and director.

During the same period the

Company’s CEO and director paid on behalf of the Company’s operating expense of $ 26,760

for a total net transaction of $ 48,861 .

As of September 30, 2021 the Company has a receivable from related party of $ 25,468 .

the year ended December 31, 2020, the Company repaid $ 5,245 to the Company’s CEO and director.

As of December 31, 2020, the Company

has $ 23,393 in related party loan.

the nine months ended September 30, 2021 the Company paid a director of the Company $ 50,000 for services rendered from 2015 to 2020.

the nine months ended September 30, 2021, the Company paid $ 59,203 to a U.S.-based corporation which the Company’s CEO and director

is also a stockholder.

to note 6 and 15 for additional related party transactions.

Changes in Cash Flows from Operating Assets and Liabilities

changes to the Company’s operating assets and liabilities for the six months ended June 30, 2021 and 2020 are as follows:

changes to the Company’s operating assets and liabilities for the nine months ended September 30, 2021 and 2020 are as follows:

Schedule of Changes in Operating Assets and Liabilities

Decrease (increase) in accounts receivable

$ ( 122,606 )

Decrease (increase) in other receivable

4 unchanged sentences

Increase (decrease) in accounts payable and accrued liabilities

in operating assets and liabilities

Changes in operating

assets and liabilities

$ ( 132,626 )

Commitments and contingencies

the six months ended June 30, 2021 the Company entered into an amended agreement to reserve an additional 150,000 ( 7,500 post split)

common shares for consulting services.

During the year ended December 31, 2020 the Company entered into an agreement with a third-party

advisor to reserve for issuance 100,000 ( 5,000 post split) common shares for consulting services.

As of June 30, 2021, 12,500

( 250,000 pre-stock split) common shares were issued to the third party.

the nine months ended September 30, 2021 the Company entered into an amended agreement to reserve an additional 7,500 common shares for

consulting services.

During the year ended December 31, 2020 the Company entered into an agreement with a third-party advisor to reserve

for issuance 5,000 common shares for consulting services.

As of September 30, 2021, 12,500 common shares were issued to the third party.

to the Condensed Consolidated Financial Statements

Commitments and contingencies (continued)

the nine months period ended September 30, 2021 the Company entered into an agreement with a third-party advisor to reserve for sale

and issuance 15,000 common shares for consulting services at a $ 0.001 per share.

the year ended December 31, 2020 the Company (defendant) is currently in an ongoing legal proceeding with a promissory notes payable

holder (plaintiff).

As June 30, 2021, the outcome of the legal proceeding is uncertain.

the year ended December 31, 2020, the Company reached a legal settlement with a supplier in which the Company is obligated to pay $ 6,037

per month beginning on March 1, 2020 for four months until the settlement amount of $ 24,148 has been fully paid on June 1, 2020.

December 31, 2020, the Company has completed all payments.

to the Condensed Consolidated Financial Statements

As September 30, 2021, the outcome of the legal proceeding is uncertain.

Lease Liabilities

the six months ended June 30, 2021 the Company entered into a second lease agreement for warehouse space to commence on June 1, 2021

the nine months ended September 30, 2021 the Company entered into a second lease agreement for warehouse space to commence on June 1,

2021 and end on May 31, 2024 with monthly lease payments of $ 19,910 .

During the year ended December 31, 2019, the Company signed a lease agreement

for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $ 2,221 .

During the year ended December 31, 2019, the Company signed a lease

agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $ 2,221 .

Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the

4 unchanged sentences

equal to the lease liability.

The Company’s right-of-use asset for the six months ended June 30, 2021 as follows:

Company’s right-of-use asset for the nine months ended September, 2021 and December 31, 2020 as follows:

Schedule Right-of-use Asset

September 30, 2021

December 31, 2020

Right-of-use asset

3 unchanged sentences

Schedule of Components of Lease Expense

September 30, 2021

September 30, 2020

Amortization of right-of-use

2 unchanged sentences

of lease liability are as follows:

minimum lease payments as of June 30, 2021,

minimum lease payments as of September 30, 2021,

Schedule of Future Minimum Lease Payments

5 unchanged sentences

Long term portion

to the Condensed Consolidated Financial Statements

the year ended December 31, 2020 the Company received loans of $ 32,439 , $ 10,000 and $ 108,000 from a unrelated third party with an interest

rate of 10 % per annum with a maturity date of December 31 , July 22 and August 31, 2021 respectively.

During the six months ended June

30, 2021 the Company agreed to repay the outstanding principal and interest through the issuance of 62,006 ( 1,240,111 pre-stock split)

common shares at $ 1.80 ($ 0.09 pre-stock split) per share.

During the six month ended June 30, 2021, the Company accrued interest

expense of $ 1,319 (2020 - $ 0 ).

As of the date of the settlement agreement the Company had $ 150,439 principal and $ 7,348 interest

outstanding, resulting in the Company recognizing a gain on settlement of $ 8,997 for the six month period ended June 30, 2021.

During the nine months ended September

30, 2021 the Company agreed to repay the outstanding principal and interest through the issuance of 62,006 common shares at $ 1.80 per

During the nine months ended September 30, 2021, the Company accrued interest expense of $ 1,319 (2020 - $ 2,226 ).

As of the date

of the settlement agreement the Company had $ 150,439 principal and $ 7,348 interest outstanding, resulting in the Company recognizing

a gain on settlement of $ 46,176 for the nine months ended September 30, 2021.

the year ended December 31, 2020 the Company received $ 28,387 ($ 40,000 CDN) interest free from the Government of Canada as part of the

2 unchanged sentences

of 25 percent.

As of March 31, 2021 loan payable outstanding is $ 28,387 ($ 40,000 CDN).

to the Condensed Consolidated Financial Statements

As of September 30, 2021 loan payable outstanding is $ 28,387 ($ 40,000 CDN).

Government Assistance

4 unchanged sentences

of rent expenses paid by eligible parties based on a decrease in revenues.

During the three and six months ended June 30, 2021, the Company

recognized CEWS of $ 51,606 ($ 63,905 CDN) and CERS of $ 4,971 ($ 6,000 CDN) as a reduction in general and administrative on the condensed

consolidated statements of Operations.

During the three and nine months ended September 30, 2021,

the Company recognized CEWS of $ 103,870 ($ 129,947 CDN) and CERS of $ 13,628 ($ 16,974 CDN) as a reduction in general and administrative

on the condensed consolidated statements of operations.

Loss per Share

the three and six months ended June 30, 2021, loss per Share is $( 0.08 ) and $( 0.27 ) (basic and diluted), compared to the three and six

months ended June 30, 2020, of $( 0.08 ) and $( 0.15 ) (basic and diluted).

Using the weighted average number of shares of 9,827,576 and

7,505,625 (basic and diluted) for the three and six months ended June 30, 2021 and 2,466,875 and 2,360,511 (basic and diluted) for the

three and six months ended June 30, 2020.

are 299,000,000 shares authorized, 11,148,292 and 2,636,496 shares issued and outstanding, as at June 30, 2021 and 2020 respectively.

As of June 30, 2021, the Company has 619,395 shares to be issued.

the three and nine months ended September 30, 2021, loss per Share is $( 0.15 ) and $( 0.42 ) (basic and diluted), compared to the three

and nine months ended September 30, 2020, of $( 0.21 ) and $( 0.38 ) (basic and diluted).

Using the weighted average number of shares of

13,983,567 and 9,688,668 (basic and diluted) for the three nine months ended September 30, 2021 and 2,857,443 and 2,527,364 (basic and

diluted) for the three and nine months ended September 30, 2020.

are 299,000,000 shares authorized, 16,829,037 and 3,062,970 shares issued and outstanding, as at September 30, 2021 and 2020 respectively.

As of September 30, 2021, the Company has 227,566 shares to be issued.

The computation of loss per share is based on the weighted average

4 unchanged sentences

on the computation.

As at June 30, 2021 the Company has 2,961,580 warrants convertible to 5,002,570 common shares for a total underlying

common shares of 5,002,570 .

At June 30, 2020 the Company has 45,000 warrants convertible to 45,000 common shares and convertible promissory

note convertible to 110,397 common shares for a total underlying common shares of 155,397 .

the six months ended June 30, 2021, a total of 1,448,635

pre-stock split) warrants were exercised for

pre-stock split) common shares.

( 28,182,451 pre-stock split) warrants were

exercised at $ 4.00 ($ 0.20 pre-stock split) per share, the remaining 39,512 ( 790,243 pre-stock split) warrants were exercised on a cashless

basis, refer to note 5.

As of June 30, 2021 1,350,906 ( 27,018,120 pre-stock split) common shares were issued with the remaining

97,729 ( 1,954,575 pre-stock split) common shares issued subsequent to the period ended.

the six months ended June 30, 2021, the Company issued 1,502,410 ( 30,048,199 pre-stock split) and 2,040,990 ( 40,819,800 pre-stock split)

warrants convertible to 1 and 2 common shares each exercisable for a period of 12 and 18 months respectively.

As at September 30, 2021 the Company has 5,896,680 warrants and 555,000 stock options convertible to 7,187,670 common

shares for a total underlying common shares of 7,187,670 .

At September 30, 2020 the Company has 145,000 warrants convertible to 145,000

common shares and convertible promissory note convertible to 110,397 common shares for a total underlying common shares of 255,397 .

the nine months ended September 30, 2021, a total of 2,277,171 warrants were exercised for 2,196,416 common shares.

1,626,161 warrants

were exercised at $ 4.00 per share, 317,000 warrants were exercised at $ 6.05 per share and 294,500 warrants were exercised on a cashless

basis for 213,743 common shares.

During the same period the 39,512 warrants were exercised on a cashless basis related to a convertible

promissory note, please refer to note 5.

As of September 30, 2021 2,190,517 common shares were issued with the remaining 5,899 common

shares issued subsequent to the period ended.

the nine months ended September 30, 2021, the Company issued 1,502,409

and 2,040,990

warrants convertible to 1 and 2 common shares

each exercisable for a period of 12 and 18

months respectively.

The warrants were issued

1 unchanged sentence

The exercise price of the warrants is $ 4.00

($ 0.20 pre-stock split) per share.

the six months ended June 30, 2021 the Company and warrant holder reached an agreement to amend a previous warrant agreement.

will issue an additional 150,000 warrants for a total of 250,000 warrants.

The exercisable period of the warrants was also amended to

a period of five years beginning on January 14, 2021.

The warrants are convertible to 1 common share each exercisable at $ 2 per share.

of June 30, 2021, the Company has the following warrants outstanding:

During the same period the Company

issued 3,763,636

warrants convertible to 1 common share at an

exercise price of $ 6.05

per share exercisable for a period of 36

warrants were purchased through the underwritten

public offering and 490,909

over-allotment warrants purchased by the underwriter.

The warrants were issued in connection with the underwritten public offering.

the nine months ended September 30, 2021 the Company and warrant holder reached an agreement to amend a previous warrant agreement.

Company will issue an additional 150,000 warrants for a total of 250,000 warrants valued at $ 37,000 .

The exercisable period of the warrants

was also amended to a period of five years beginning on January 14, 2021.

The warrants are convertible to 1 common share each exercisable

at $ 2 per share.

to the Condensed Consolidated Financial Statements

Warrants (continued)

the nine months period ended the Company issued 130,909 representative warrants to the Company’s underwriters.

The representative

warrants are not exercisable until January 30, 2022.

The representative are exercisable for 130,909 common shares at $ 6.05 per share

until August 3, 2024.

As of September 30, 2021 the Company has not valued the representative warrants.

of September 30, 2021, the Company has the following warrants outstanding:

Schedule of Warrants Exercise Price

4 unchanged sentences

February 24, 2022

January 14, 2026

October 1, 2022

August 6, 2024

February 25, 2025

March 20, 2025

October 1, 2022

January 14, 2026

Schedule of Warrants Activity

June 30, 2021

September 30, 2021

December 31, 2020

6 unchanged sentences

Balance, end of period

Stock Options

the Company’s 2015 Equity Incentive Plan the number of common shares reserved for issuance under the option plan shall not

exceed 10% of the issued and outstanding common shares of the Company, have a maximum term of 10 years and vest at the discretion of

the Board of Directors .

equity-settled share-based payments are ultimately recognized as an expense in the statement of operations and comprehensive loss with

a corresponding credit to “Additional Paid in Capital”.

If vesting periods or other non-market vesting conditions apply,

the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous

Any cumulative adjustment prior to vesting is recognized in the current period.

No adjustment is made to any expense recognized

in prior periods if share options ultimately exercised are different to that estimated on vesting.

August 6, 2021, the Company granted 140,000

options to directors, advisors and officers with

an exercise price of $ 5.50

and an expiry date of August

The stock options will vest on January

The fair value of the options on grant date was estimated to be $ 754,189 .

The Company recognized $ 283,131

to consulting expense during the nine months

ended September 30, 2021.

July 23, 2021, the Company granted 15,000

options to a director with an exercise price

and an expiry date of July

The stock options will vest on January

The fair value of the options on grant date was estimated to be $ 129,480 .

The Company recognized $ 52,242

to consulting expense during the nine months

ended September 30, 2021.

September 1, 2021, the Company granted 400,000

options to a consultant with an exercise price

and an expiry date of September

The options have a vesting period of

6 months from the initial grant date;

100,000 shall vest on March 1, 2022, 100,000 shall vest on September 1, 2022, 100,000 shall vest

on March 1, 2023 and 100,000 shall vest on September 1, 2023.

The fair value of the options on grant date was estimated to be $ 2,112,000 .

The Company recognized $ 84,949 to consulting expense during the nine months ended September 30, 2021.

to the Condensed Consolidated Financial Statements

Stock Options (continued)

of Stock Options Activity

Nine months ended

September 30, 2021

Number of options

Weighted Average Price

Balance, beginning of period

Balance, end of period

of Share-based Payment Arrangement, Option, Exercise Price Range

Exercise prices

Weighted average

exercise price

Number exercisable on September 30, 2021

Stock options

As of September 30, 2021 no stock options has

recent outbreak of the novel coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting

20 unchanged sentences

Subsequent Events

Company has evaluated subsequent events through August 16, 2021 which is the date the financial statements were available to be

issued and the following events after year end occurred:

May 21, 2021, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary

of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 20 for the purpose of increasing

the per share price for the Company’s stock in an effort to meet the minimum listing requirements of the NADAQ.

The Certificate

of Change was submitted to the Nevada Secretary of State on May 21, 2021 and the FINRA corporate action was filed on August

FINRA declared the 1 for 20 reverse stock split effective on August 4, 2021.

These condensed interim financial statements

including, prior period comparative share amounts, have been retrospectively restated to reflect this reverse split.

August 3, 2021 immediately following the share consolidation the anti-dilution feature dated January 1, 2021 came into effect.

part of the anti-dilution feature the Company is obligated to issue an additional 237,500 shares at $ 0.37 per share for a total of

The Company recognized a non-cash deemed dividend of $ 86,688 to retain earnings and share subscriptions payable.

to quarter ended June 30, 2021, 207,425 ( 4,148,500 pre-stock split) warrants were exercised for 207,425 ( 4,148,500 pre-stock split)

common shares valued at $ 829,700 .

August 6, 2021 the Company closed on a public offering whereby 3,272,727 Units were sold to Maxim Group LLC at a price of $ 5.12 per Unit.

Each Unit consisted of one (1) share of common stock and one (1) warrant to purchase common stock at an exercise price of $ 6.05 per share.

In addition, 490,909 warrants to purchase common stock were issued to the underwriter pursuant to the over-allotment option.

On October 7, 2021, the Company entered into a board advisory agreement with a third party.

As compensation the Company shall grant to the advisor 5,000 stock options.

The stock option has an exercise price of $ 5.50 and an expiry date of October 7, 2026 .

The stock options will fully vest on January 1, 2022 .

26, 2021, 11,250 warrants were exercised for 11,250 shares valued $ 45,000 .

On October 27, 2021, 300 warrants were exercised for 300 shares valued $ 1,200 .

On November 2, 2021, the Company and an advisor entered into a modified advisory board

The advisor and Company has agreed to a milestone compensation structure base on when milestone criteria are achieved

for Customer/Revenue generation, Strategic Partnership, Board/Advisor, Government Affairs and Banking and Capital Markets.

has agreed to potential compensation package for the advisory of 250,000 stock options exercisable at $ 5.24 for 10 years and/or 100,000

restricted stocks of common shares.

As of November 3, 2021 the Company has issued 25,000

restricted stock valued at $ 131,000 .

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