Our Management's Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. You should read this Annual Report on Form 10-K with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management's discussion and analysis of our financial condition and results of operations are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited financial statements and related notes elsewhere in this Annual Report on Form 10-K.

Plan of Operation

We are an innovative biotechnology company dedicated to developing biotech products, treatments and technologies that create a platform to combat neuronal diseases. We seek to engage in strategic arrangements with companies and institutions that are developing breakthrough technologies in the fields of AI, ML, molecular biology, stem cells and tissue engineering, for deployment in the fight against neuronal diseases Our search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations.



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To date, the Company has collaborated with universities and scientists in the fields of regenerative medicine, tissue engineering and 3D printable hydrogels to develop a treatment that integrates proprietary, engineered MSCs, 3D printable implant, smart materials and a novel delivery system and has two product candidates for treating penetrating and non-penetrating (concussion-like) TBIs, both integrating proprietary, anti-brain inflammation synthetic hydrogel and modified MSCs.

We have not generated any revenue from the sale of products.

Results of Operations

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.

Operating Expenses



For the years ended December 31, 2020 and 2019 we had the following operating
expenses:

                                        For the Year ended
                                           December 31,
                                       2020           2019

Operating expenses: Research and development expenses $ 258,620 $ 651,476 Professional fees

                        47,560          75,677

General and administrative expenses 247,561 789,279 Total operating expenses

$ 553,741     $ 1,516,432

Total operating expenses for the year ended December 31, 2020 were $553,741 as compared to $1,516,432 for the year ended December 31, 2019. During the year ended December 31, 2020, the Company incurred $258,620 of research and development expenses which included payroll of $79,274, service fees related to certain research and development agreements of $167,548, a rebate of fees associated with a sponsored research agreement of $26,809, legal and filing fees related to patents of $6,196, software fees of $6,966, technology licensing fees of $25,000 and purchases of expendable lab supplies and equipment of $445, as compared to $651,476 of research and development expenses which included payroll of $223,766, service fees related to certain research and development agreements of $292,044, fees associated with a sponsored research agreement of $80,006, legal and filing fees related to patents of $21,760, software fees of $1,374, technology licensing fees of $8,333 and purchases of expendable lab supplies and equipment of $24,193 incurred during the year ended December 31, 2019. The Company incurred general and administrative expenses of $247,561 for the year ended December 31, 2020 compared to general and administrative expenses of $789,279 for the year ended December 31, 2019. The substantial decrease in general and administrative expense during the 2020 fiscal year was primarily due to stock-based compensation costs of $213,530 related to the issuance of stock options to our officers and certain advisors during the year ended December 31, 2019, with $409,495 in stock-based compensation to officers and advisors in the year ended December 31, 2019. Professional fees were $47,560 for the year ended December 31, 2020 compared to professional fees of $75,677 incurred during fiscal 2019. The decrease in professional fees in the year ended December 31, 2020 compared to the year ended December 31, 2019 was due to certain specialized contract and tax advice costs incurred in the year ended December 31, 2019. Other expenses were $109,222 in the year ended December 31, 2020, which included a loss of $57,203 as a result of the change in value of derivative liabilities and interest expense of $52,019, of which $3,400 relates to financing costs with respect to the issuance of warrants in the year ended December 31, 2020 in connection with convertible note financings, accretion of convertible notes of $35,380 and interest charges on convertible notes of $13,240. Other expenses were $30,340 in the year ended December 31, 2019, which included a gain of $12,234 as a result of the change in value of derivative liabilities and interest expense of $42,574, of which $36,410 relates to financing costs with respect to the issuance of warrants in the year ended December 31, 2019 in connection with convertible note financings, accretion of convertible notes of $945 and interest charges on convertible notes of $5,219.

Net Loss

We had a net loss of $662,963 in the year ended December 31, 2020 compared to a net loss of $1,546,772 in the year ended December 31, 2019.


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Statement of Cash Flows

The following table summarizes our cash flows for the period presented:



                                                           For the Year ended
                                                              December 31,
                                                           2020           2019

Net cash provided (used by) operating activities $ (220,393 ) $ (546,837 ) Net cash provided from (used by) investing activities

            -              -
Net cash provided from financing activities                211,000        470,000

Increase (decrease) in cash and cash equivalents $ (9,393 ) $ (76,837 )

During the year ended December 31, 2020 we used cash of $9,393 as compared to the year ended December 31, 2019, where we used cash of $76,837.

Cash Used in Operating Activities

Cash used in operating activities for the year ended December 31, 2020 was $220,393 as compared to $546,837 used in the year ended December 31, 2019.

Cash used in operating activities for the year ended December 31, 2020 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development of $159,839, stock options granted for management and advisory services of $213,530, warrants granted for financing costs of $3,400 and changes to our operating assets and liabilities, including a decrease in prepaid expenses of $56,265 and a decrease to our accounts payable, offset by an increase to accounts payable-related parties. We also recorded $35,380 as non-cash accretion of the debt discount related to certain convertible notes compared to $945 in the year ended December 31, 2019, and an increase in derivative liabilities of $12,234 in the year ended December 31, 2019 compared to a decrease of $57,203 in the year ended December 31, 2020.

Cash used in operating activities for the year ended December 31, 2019 was primarily the result of our net loss, offset by non-cash items including compensation in the form of stock options for research and development of $219,095, stock awards for advisory and consulting services of $126,875, stock options granted for management and advisory services of $409,495, common stock issued for services of $74,500, warrants granted as financing costs of $36,410 and changes to our operating assets and liabilities including an increase to prepaid expenses and increases to accounts payable and accounts payable-related parties.

Cash Provided by Investing Activities

There was no cash provided by investing activities for the years ended December 31, 2020 and 2019.

Cash Provided by Financing Activities

During the year ended December 31, 2020, financing activities provided cash of $211,000, which was comprised of proceeds from convertible notes of $10,000, related party advances of $101,000 and proceeds from private offerings of common stock of $100,000.

During the year ended December 31, 2019, financing activities provided cash of $470,000, including proceeds from private offerings of common stock of $65,000, proceeds from convertible notes of $70,000, short term advances from third parties of $100,000, a demand loan of $50,000 from a company controlled by our officers and directors and advances from our officers and directors of $185,000.


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Liquidity and Capital Resources

As of December 31, 2020, we had cash of $57,632. We are in the early stage of development and have experienced net losses to date and have not generated revenue from operations which raises substantial doubt about our ability to continue as a going concern. There are a number of conditions that we must satisfy before we will be able to commercialize potential products and generate revenue, including identifying and establishing strategic partners and technologies for the successful development of product candidates, which includes clinical trials, FDA approval, demonstration of effectiveness sufficient to generate commercial orders by customers and licensing or acquiring intellectual property, as well as effective marketing and sales capabilities for our product. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. We will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. Additionally, the continued effect of COVID-19 and uncertain market conditions limit the Company's ability to access capital. We will continue exploring sources of additional debt and equity financings as well as available grants. There is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our expenditures.

Covid-19 Pandemic

The COVID-19 pandemic has had an adverse impact on the research and development of our product candidates. Research facilities at Dartmouth were subject to closures as well as laboratories at Ariel in Israel. This resulted in our discontinuing our research at these Universities and was part of our decision to adjust our research to be collaborative and to seek aligning with third parties to advance our expanded goals. We do not currently know the full extent of potential delays of research in the future as a result of the continuing pandemic restrictions.

COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We terminated our employees in an effort to conserve resources in April 2020 as we evaluated our business development efforts. The ultimate impact on us and our research relationships is currently uncertain.

The full impact of the COVID-19 outbreak continues to evolve and is subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to fully estimate the effects of the COVID-19 outbreak on its planned operations or financial condition in the next 12 months. However, while significant uncertainty remains, the Company believes it is likely that the COVID-19 outbreak will have a negative impact on its ability to raise additional financing and will result in delays as it continues to impact the Company's workforce and its collaborative development efforts.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, does not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended December 31, 2020 includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.


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Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Research and Development Costs: The Company charges research and development costs to expense when incurred in accordance with ASC 730, "Research and Development". Research and development costs were $258,620 for the year ended December 31, 2020. Research and development costs were $651,476 for the year ended December 31, 2019.

Stock-Based Compensation and Other Share-Based Payments: The expense attributable to the Company's directors is recognized over the period in which the amounts are earned and vested, and the expense attributable to the Company's non-employees is recognized when vested, as described in Note 11, Stock Plan.

Warrants: The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in ASC 815 "Derivatives and Hedging", as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. For warrants classified as equity instruments we apply the Black Scholes model. Presently all warrants issued and outstanding are accounted for using the equity method.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board ("FASB"), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on the Company's present or future financial statements.

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