Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Summary Overview

We were strictly a research-based company that intended to discover cures for PTSD, cancer and various other diseases. In order to fund on-going research and development in these areas, we developed a line of topical hemp oil pain relief products. We began selling these pain relief products in January of 2017 with a single product and currently have eight topical pain relief products.

Through our continued development and expansion of proprietary drugs and treatments, we have reorganized the company into six technology centers: (1) extra-corporeal treatment of disease, (2) PTSD treatment, (3) anti-breast cancer drugs, (4) hemp oil/CBD pain relief products, (5) anti-aging treatments, and (6) chemical and alcohol addiction treatment.

Pain Management Products

We have developed and are now marketing all-natural, hemp-oil based products that are pesticide and solvent free. These products provide generalized, neuropathic and localized topical pain relief.

We offer alternatives to dangerous and addictive opioid pain killers. In the past year we have rapidly expanded our product offerings, and we now offer nine pain relief products that are leaders in the pain-relief field:

1.

96-hour pain relief patch with 50 mg of hemp oil extract, the highest level of pain relief ingredient available in the industry;

2.

120 mg/ 10 ml water-based roll-on applicator;

3.

150 mg/ 10 ml oil-based roll-on applicator;

4.

150 mg/ 30 ml oil-based pump spray applicator;

5.

150 mg/ 2 oz. ointment;

6.

200 mg/10 ml oil-based roll-on applicator;

7.

500 mg/ 30 ml oil-based pump spray applicator; and

8.

500 mg/ 1 oz. ointment.

We believe that this eight-product array positions us favorably in the topical pain relief marketplace. The topical pain relief market is expected to grow rapidly in the next few years, due to the focus on reduction of opioid pain medication use, and we intend to be a major player in that expanding market.


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Now that we have completed the product design and development phase, we are aggressively embarking on the product distribution and sales phase by:

1.

Expanding our online sales beyond our web site at: www.painreliefmeds.com;

2.

Securing the services of a social media coordinator to ensure that we optimize that promotional tool;

3.

Recruiting a National Sales Director to coordinate our growing field of sales representatives and distributors;

4.

Securing the services of a sales organization with expertise in marketing to the government and senior care facilities;

5.

Engaging an investor relations firm to facilitate television appearances designed to gain optimum exposure for our company and its products;

6.

Appearing in radio and television broadcasts, and podcasts, via Uptick Newswire periodically to ensure that our story gets out to the public; and

7.

Retaining the services of marketing firms to promote the Company and its products through social media.

8.

Establishing relationships with major distributors who will blanket specialized sales outlets such as pharmacies, doctors' offices, convenience stores, long-term care facilities, large retail facilities, etc.

In addition, we are in the process of seeking potential partnerships outside the United States to manufacture and market our products worldwide. We anticipate that these partnerships will make new markets available to us and allow us to rapidly increase our sales and profitability through favorable manufacturing arrangements.

Customers indicate that they were able to achieve pain relief from our products and stop the use of opioid painkillers. Public awareness of the harmful side effects of opioid painkillers has grown significantly, and many states have initiated litigation against drug makers claiming they misrepresented the risks of opioid painkillers. As patients seek to cut back their use of opioid painkillers and look for alternatives, we believe demand for our products will see an increase. We intend to petition national insurance agencies to urge them to consider covering the use of our all-natural pain relief products as a safe alternative to opioid painkillers.

Financing

In the past, as we worked through the development of our products, we have relied heavily on financing through various issuances of common stock, warrants and convertible debt. As our sales grow, we expect to find financing solutions in the future that help us expand our operations, avoid dilution to our shareholders, and ultimately increase our company valuation.

Through the remainder of 2020, we will continue to market our pain management products and seek a wider distribution network through the negotiation of distribution agreements with large pharmacy chains, military branches, government agencies, senior care facilities and international partners.

Through our reorganization into six technology centers, we are positioned to take advantage of opportunities to individually sell, license or commercialize the technologies produced within each of these centers to suitable investment partners, without dilutive equity issuances. In the long run, we believe that this will be most beneficial to our investors.

Going Concern

As a result of our current financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2019 and 2018 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company. During the year ended December 31, 2019, we completed the sale of convertible notes to raise $333,400 of net proceeds from several investors. We cannot be sure that sources of capital will be available to us for 2020. However, without additional capital in the short term, we may not be able to push forward in the production and marketing of our new pain management products. Until we are able to grow revenues sufficient to meet our operating expenses, we must continue to raise capital by issuing debt or through the sale of our stock. There is no assurance that our cash flow will be adequate to satisfy our operating expenses and capital requirements.


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Results of Operations for the Year Ended December 31, 2019 and 2018

Introduction

We had revenues of $14,281 and $39,795 for the years ended December 31, 2019 and 2018, respectively. Our operating expenses were $328,156 for the year ended December 31, 2019 compared to $618,910 for the year ended December 31, 2018, a decrease of $290,754, or 47%. Our operating expenses consisted of general and administrative expenses and professional fees.

Revenues and Net Operating Loss

Our revenues, operating expenses, and net operating loss for the years ended December 31, 2019 and 2018 were as follows:




                           Year Ended   Year Ended


                           December 31, December 31, Increase /


                           2019         2018         (Decrease)




Revenue                     $14,281      $39,795      $(25,514)
Cost of goods sold          12,860       113,727      (100,867)
Gross profit (loss)         1,421        (73,932)     75,353

Operating expenses:
General and administrative  200,644      189,285      11,359
Professional fees           127,512      429,625      (302,113)
Total operating expenses    328,156      618,910      (290,754)

Net operating loss          (326,735)    (692,842)    366,107
Other income (expense)      (47,735)     293,956      (341,691)

Net loss                    $(374,470)   $(398,886)   $24,416



Revenues

The Company was established on May 10, 2010, and its sales consist of pain management products.

General and Administrative

General and administrative expenses were $200,644 for the year ended December 31, 2019, compared to $189,285 for the year ended December 31, 2018, an increase of 11,359, or 6%.

Professional Fees

Professional fees expense was $127,512 for the year ended December 31, 2019, compare to $429,625 for the year ended December 31, 2018, a decrease of $302,113, or 70%. The decrease was primarily due to the decrease of stock-based compensation issued to debt holders, directors and consultants for services rendered. A total of $296,944 of stock-based compensation was awarded during the year ended December 31, 2018.

Net Operating Loss

Net operating loss for the year ended December 31, 2019 was $326,735, compared to $692,842 for the year ended December 31, 2018, a decrease of $366,107, or 53%. Net operating loss decreased, as set forth above, primarily due to a decrease in stock-based compensation issued to note holders for services rendered.




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Other Income (Expense)

Other income (expense) for the year ended December 31, 2019 was $(47,735), compared to $293,956 for the year ended December 31, 2018, a decrease of $341,691, or 116%. Other income (expense) consisted of interest and finance charges on debt and equity financing and a change in the fair value of derivative liabilities during the year ended December 31, 2019. Other income (expense) consisted of interest and finance charges on debt and equity financing, gain on early extinguishment of debt, and a change in the fair value of derivative liabilities during the year ended December 31, 2018. The net decrease was primarily due to a decrease of $357,679 in the value of derivative liabilities related to significant decreased convertible debt financing during the year ended December 31, 2019, compared to the year ended December 31, 2018.

Net Loss

Net loss for the year ended December 31, 2019 was $374,470, or $(0.01) per share, compared to a net loss of $398,886, or $(0.11) per share, for the year ended December 31, 2018, a decrease of $24,416, or 6%.

Liquidity and Capital Resources

Introduction

During the year ended December 31, 2019, because we generated limited revenues, we had negative operating cash flows. Our cash on hand as of December 31, 2019 was $71,197, which was derived from the sale of convertible promissory notes to investors. Our monthly cash flow burn rate has decreased from approximately $37,000 in 2018 to approximately $28,700 in 2019. Although we have moderate short-term cash needs, as our operating expenses increase, we will face strong medium to long-term cash needs. We anticipate that these needs will be satisfied through the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.



Our cash, current assets, total assets, current liabilities, and total
liabilities as of December 31, 2019 and December 31, 2018, respectively, are as
follows:


                          December 31, 2019 December 31, 2018 Change




Cash                       $71,197           $86,827           $(15,630)
Total Current Assets       93,720            159,787           (66,067)
Total Assets               100,943           164,990           (64,047)

Total Current Liabilities 1,933,761 2,312,382 (378,621) Total Liabilities $1,933,761 $2,312,382 $(378,621)

Our cash decreased by $15,630 as of December 31, 2019, compared to December 31, 2018. Our total current assets decreased by $66,067 primarily because we recognized an allowance for inventory obsolescence in 2019. Our total assets decreased by $64,047 primarily for the same reasons.

Our current liabilities decreased by $378,621 as of December 31, 2019, compared to December 31, 2018, primarily due to decreases in accounts payable of $76,432, convertible notes payable of $148,889, and derivative liabilities of $203,174. Our total liabilities decreased by the same amount for the same reasons as we do not have long term liabilities.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of December 31, 2019 was $71,197, which was derived from the sale of convertible promissory notes and common stock. Our monthly cash flow burn rate is approximately $28,700. Although we have moderate short-term cash needs, as our operating expenses increase, we will face strong medium to long term cash needs. We anticipate that these needs will be satisfied through the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.




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Sources and Uses of Cash

Operations

Our net cash used in operating activities for the years ended December 31, 2019 and 2018 was $344,180 and $444,878, respectively, a decrease of $100,698, or 22%. The primary uses of our cash were purchasing inventory and operating our pain management business, along with the public company compliance costs.

Investments

Our net cash used in investing activities for the years ended December 31, 2019 and 2018 was $4,850 and $2,029, respectively, a decrease of $2,821. The slight decrease reflected a lack of purchases of property and equipment in 2019 compared to 2018.

Financing

Our net cash provided by financing activities for the years ended December 31, 2019 and 2018 was $333,400 and $450,030, respectively, a decrease of $116,630, or 26%. The decrease was primarily a result of a decrease in proceeds from the sale of stock of $150,000 in 2019.

Critical Accounting Policies and Estimates

See Note 1 to the Financial Statements for the year ended December 31, 2019 on page F-6 which is incorporated herein by reference.

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