The following discussion and analysis of our financial condition and result of operations should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report on Form 10-K. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under "Forward-Looking Statements" and "Risk Factors" and those included elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with United States generally accepted accounting principles, or GAAP.





Overview


We continue to be a biotechnology company dedicated to eradicating "cross-over" zoonotic diseases, such as COVID-19 (Coronavirus), Paratuberculosis (Johne's disease), Mad Cow Disease, Chronic Wasting Disease, E.coli and Salmonella infections, by applying our advanced proprietary molecular sciences and robotic technologies. We focus on developing molecular diagnostic tests, therapeutics, and vaccines through our proprietary robotic technologies with the belief that improved technologies and methodologies must be developed and implemented in order to aid mankind's control of emerging diseases in animals and in humans. We believe it has become increasingly evident that, if not properly addressed, diseases in animals may continue to cause serious and growing global problems with respect to economics, human health and biodiversity.

We previously developed proprietary diagnostic assays for use in the agricultural and veterinary markets, and we are currently developing proprietary, genetics-based diagnostic assays and vaccine solutions through our robotic technologies with the goal of controlling the spread of zoonotic infection in the human population. Our mission is to continually apply our scientific research to the more effective management of zoonotic diseases and, in so doing, realize the commercial potential of our molecular biotechnologies.

We will require significant additional funding in order to implement and achieve our business plan. There is no guarantee that we will be successful in securing the required financing, and if such financing is secured, there is no guarantee that we will fully achieve our business goals. We provide a comprehensive solution that allows diagnosing, treating and managing zoonotic diseases in animals and humans.

Our business model is based on the development of a proprietary Molecular Robotic/AI Laboratory Platform ("MORAP"), which would combine the use of advanced robotic laboratory systems integrated with AI software systems on a global scale. Upon development, MORAP would encompass a nationwide network of interactive molecular laboratories operated using advanced integrated robotic and machine learning cloud-based software systems, which would be able to share data and interact with each other. We believe MORAP would be capable of processing millions of samples and collecting, storing and analyzing data. We believe that MORAP nationwide communications network could be accomplished through advanced cloud-based software systems, machine learning and Internet-of-Things (IoT) networks. Upon development, MORAP could be readily replicated and scaled utilizing identical instrumentation and software.

Our proprietary Molecular Robotic and Therapeutic Platform (MORAPAT) is designed to prevent the spread of disease from animals and; at the same time, allow to better control of zoonotic infectious agents. More importantly, we believe that our platform can prevent the spread of viruses and bacteria in animals and /or food products and subsequent infection of human population. We have developed a molecular system for the detection of Mycobacterium Avian Paratuberculosis in the milk of infected dairy cows.






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To date, we have developed a prototype computer program to track samples that will be received and processed in our commercial laboratory. This program will initially be used to track samples that will be sent out and received by our laboratory. We anticipate that research and development, or R&D, will be the source for both assay development and vaccine design/development. If we are successful in developing assays for different diseases, we intend to formalize the procedure into a commercial application through a series of laboratories to be owned and operated by us. We anticipate that R&D will be ongoing during the life of the Company, as this is the source for new products to be introduced to the market.

Our plan is to seek new innovations in the robotic biotechnology field. Our goal is to focus on both the domestic and international markets for the commercialization of our zoonotic molecular robotics and AI integrated platform. Our current competitors include primarily, Roche Diagnostics, Abbott Laboratories, IDEXX Laboratories, Inc., and academic and government institutions are also carrying out a significant amount of research in the field of health, particularly in the field zoonotic diseases. We anticipate that these institutions will become more aggressive in pursuing patent protection and negotiating licensing arrangements to collect royalties for the use of technologies they have developed and to market commercial products similar to those that we seek to develop, either on their own or in collaboration with our competitors. Any resulting increase in the cost or decrease in the availability of technology or product candidates from these institutions may affect our business.

We do not manufacture any products. We do not intend to establish a manufacturing facility to manufacture any products that we may develop anywhere in the world. Our unique approach to the testing for zoonotic diseases allows us to begin commercialization of our diagnostic tests without the need for a long and enduring approval process from the USDA. USDA approval will be required for commercialization of animal vaccines. However, it is our intention not to seek, in the foreseeable future, any approval either from the USDA or the U.S. Food & Drug Administration for any of the products we develop both, diagnostic or therapeutic. Our commercial laboratories will require a validation study to be performed to demonstrate the effectiveness of the system. Validation studies will be performed according to each country's guidelines. We had a total of two full-time employees as of December 31, 2021.

Liquidity and Capital Resources - Going Concern

As of December 31, 2021, we had no cash and cash equivalents. We have historically financed activities with cash from the private placement of equity and debt securities and advances from related parties. Our auditors have issued a going concern opinion. This means that our auditors believe there is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have had negligible revenues since inception and had an accumulated deficit of $32,271,446 and negative working capital of $8,177,968 as of December 31, 2021.

Our current cash balance is not sufficient to fund our business objectives and we will need significant additional capital over the next 12 to 18 months in order to fund our planned operations. Specifically, we intend to spend significant funds on completing our robotic prototype system, validating and testing our products, seeking necessary regulatory approvals and focusing on international expansion. We will attempt to raise capital through one or more private offerings of debt or equity securities or both. We may not be able to secure the financing that we believe is necessary to implement our strategic objectives and, even if additional financing is secured, we may not achieve our strategic objectives. As of the date of this report, we do not have any firm commitments from any investors for any additional funding.






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Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights, competing technological and market developments, collaborative arrangements. Additional capital will be required in order to attain such goals. Such additional funds may not become available on acceptable terms, and we cannot give assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of liabilities that may result from the outcome of this uncertainty. If we are unable to obtain additional working capital, our business may fail. Accordingly, we must raise cash from sources other than operations. To date, we have financed our operations primarily through cash flow from limited operations, augmented by cash proceeds from financing activities, short-term borrowings and equity contributions by our stockholders. We must raise cash to implement our projected plan of operations. Failure to obtain capital to fund short-term and long-term needs will likely result in the curtailment of our operations or cessation of certain aspects of our business strategy.

Capital Expenditures and Resources

Our operations require capital expenditures primarily for lab equipment and software development. Capital expenditures for the years ended December 31, 2021 and 2020 were $0, respectively.





Results of Operations


The following table sets forth key components of our results of operations during the years ended December 31, 2021 and 2020.





                                        Years Ended December 31,
                                           2021             2020
Expenses
General and administrative expenses   $      543,261     $  274,611
Payroll expenses                             466,000        466,000
Total operating expenses                   1,009,261        740,611
Loss from operations                      (1,009,261 )     (740,611 )
Other income (expenses)
Interest (expense)                            (2,224 )      (33,852 )
Proceeds from settlement                           -              -
Total other income (expense)                  (2,224 )      (33,852 )
Net loss before income taxes              (1,011,485 )     (774,463 )
Provision for income taxes                         -              -
Net loss                              $   (1,011,485 )   $ (774,463 )

Revenue. We did not generate any revenue for the years ended December 31, 2021 or December 31, 2020.

General and administrative expenses. Our general and administrative expenses consist primarily of office lease, overhead, insurance, professional advisor fees, and other expenses incurred in connection with general operations. Our total general and administrative expenses increased by $268,650 to $543,261 for the year ended December 31, 2021 from $274,611 for the year ended December 31, 2020. Such increase was primarily due to increased professional and consulting fees paid by the issuance of common stock in the amount of $509,900.

Payroll expenses. Our payroll expenses include employee salaries and bonuses plus related payroll taxes. Our accrued payroll expenses were $ 466,000 for the years ended December 31, 2021 and 2020 and represent accrued salaries to the officers per their employment agreements.






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The entire amount of accrued payroll expense incurred in 2021 and 2020 was deferred due to lack of funds.

Total other expenses. We had $2,224 and $33,852 in interest expenses for the years ended December 31, 2021 and 2020, respectively. The amounts for both years relate to accrued interest expense on related party and other notes payable.

Net loss. The Company incurred net losses of $1,011,485 and $774,463 for the years ended December 31, 2021 and 2020, respectively, due mainly to the accrual of officer compensation expense and the payments of professional and consulting fees with the issuance of common stock valued at $509,900.





Summary of Cash Flow


For the year ended December 31, 2021 the net cash used in operating activities was $8,573 compared to $5,309 for the year ended December 31, 2020. The Company recorded professional services of $509,900 ($0 for 2020) in exchange for common stock and showed an increase in accrued liabilities of $487,732 for the year ended December 31, 2021.

The net loss incurred for the year ended December 31, 2020 was offset in part due an increase in accrued liabilities of $759,921, a decrease in accrued expenses - related parties of $9,982 and the cancelation of common shares of $14,956.

The Company received $9,500 in proceeds from loans payable during the year ended December 31, 2021. No proceeds from financing activities were received in 2020.

Contractual Obligations and Commitments

There were no contractual obligations or commitments of any kind.





Convertible Notes


In previous years we borrowed money from investors and issued convertible notes due on demand and bearing interest at an annual rate of 8%. The notes are convertible into shares our common stock at a conversion price of $0.01 to $0.05 per share. As of December 31, 2021 and 2020, the outstanding aggregate principal and interest on these notes was $54,500, respectively.

The Company has approximately $366,000 of convertible notes whose holders have presented conversion notices. The Company's Stock Transfer Agent has not been able to issue shares for these notes due to the lack of beneficiaries' communications with their investments. The Company has regularly sent Letters of Confirmations through our auditors, but the holders of Convertible Notes not yet converted, have not validated their investments and/or Promissory Notes' outstanding debts with the Company's auditing team. The $366,000 is included in accrued liabilities.

On August 2, 2021 a convertible note was issued in the amount of $3,500. The convertible note bears interest at 8% as is due six months from the issue date.

On September 13, 2021 the Company issued 200,000 shares of common stock upon conversion of convertible notes of $6,000.

On November 6, 2021 the Company issued 112,064 shares of common stock upon conversion of a convertible note of $3,400.





Related Party Loans


From time to time, certain directors, officers and stockholders have made loans to the Company.






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As of December 31, 2021 and 2020, the Company has outstanding loan payables to Dr. Antonio Milici, its Chairman, Chief Executive Officer and principal stockholder, in the amount of $679,783, respectively. This loan is unsecured, due on demand, and bears interest at 2.41%.

As of December 31, 2021 and 2020, the Company has outstanding loan payables to Tannya Irizarry, its Chief Administrative Officer and stockholder, in the amounts of $47,877 and $58,704, respectively. This loan is unsecured, due on demand, and bears interest at 8%.

On December 11, 2021 the Company entered into a convertible loan agreement with a director and received $6,500 bearing interest at 8% and is due in six months. The note holder may convert the note into restricted shares of common stock at a conversion price of $0.03 per share.





Capital Expenditures


The Company's fixed assets consist of a vehicle purchased in 2017 in the amount of $26,400 with a net book value of $5,280 as of December 31, 2021.





Inflation


Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.





Seasonality



Our operating results and operating cash flows historically have not been subject to significant seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

We do not have any off balance sheet arrangements.

Effect of Inflation and Market Prices on Net Sales and Revenues

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:





Property and Equipment, Net.



Property and equipment consist primarily of office and laboratory equipment, leasehold improvements, vehicle, and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from three to seven years. The Company has one vehicle recorded in property and equipment with a net book value of $5,280 as of December 31, 2020.






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Stock-Based Compensation.

Stock-based compensation is accounted for under FASB ASC Topic No. 718 - Compensation - Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. We account for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services.

Fair Value of Financial Instruments.

The carrying value of cash, accounts payable, accrued expenses and notes payable approximates fair value due to the short-term nature of these accounts.

Recently Issued Accounting Standards

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates ("ASU") through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.

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