Management's Discussion and Analysis of Financial Condition and Results of Operations is provided to assist the reader in understanding the results of operations, financial condition, and liquidity through the eyes of our management team. This section should be read in conjunction with other sections of this Quarterly Report, specifically, our Consolidated Financial Statements and Supplementary Data.





FORWARD-LOOKING STATEMENTS



This document contains certain "forward-looking statements". All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "expect," or "anticipate," or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures and risk factors we included in the section titled Risk Factors contained herein.

In our filings with the Securities and Exchange Commission, references to "AMMO, Inc.", "AMMO", "the Company", "we," "us," "our" and similar terms refer to AMMO, Inc., a Delaware corporate, and its wholly owned consolidated subsidiaries.





Overview


Our vision is to modernize the ammunition industry by bringing new technologies to market. We intend to do that through acquisition and application of intellectual property that is unique to the industry and through investing in manufacturing equipment and processes that enable us to compete globally.

Our innovative line of match grade armor piercing (AP) and hard armor piercing incendiary (HAPI) tactical rounds are the centerpiece of the Company's strategy to address the unique needs of the armed forces community. This ammunition was designed around a match grade portfolio of projectiles, that include a solid copper boat tail and armor piercing configuration. The distinction between these rounds and other sold, is that the manufacturing process was engineered to ensure extremely tight tolerances between each projectile manufactured, ensuring for the end user that the ballistic trajectory remains consistent between rounds without regard to the actual configuration or round fired. Our AP and HAPI line are also available with our O.W.L. Technology™. The Company has aligned its manufacturing operations to support the large caliber demand from military personnel, such as the 12.7 mm and .50 caliber BMG configurations. On February 2, 2021, we announced that we restarted our improved .50 caliber manufacturing line to address increased market demand and fulfill current orders.

We offer ammunition casings for pistol ammunition through large rifle ammunition. Our casing operations is backed by decades of manufacturing experience that allows the production of high-quality pistol brass and rifle brass components. Borne from the automotive industry and refined over time to deliver durable and consistent sporting components, Jagemann™ Casings, has become one of the largest brass manufacturers in the country, with the capacity to produce more than 750 million pieces of brass each year with the ability to scale to 1 billion rounds on an annual basis. Proud of its American-made components and capabilities, the Company now has complete control over the manufacturing process. This results in a number of advantages when it comes to the brass that leaves our state-of-the-art facility.





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On April 30, 2021, we acquired Gemini Direct Investments, LLC ("Gemini") and nine of its subsidiaries, all of which are related to Gemini's ownership of the Gunbroker.com marketplace.

GunBroker.com is a large online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com currently sells none of the items listed on its website. Third-party sellers list items on the site and federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed using licensed firearms dealers as transfer agents.

With our recent addition of the Gunbroker.com marketplace, we aim to further enhance our vision of bringing technologies to the industry. Gunbroker.com is a marketplace that connects millions of buyers and sellers allowing our users to access a daily average of over one million unique items.

The focus for our 2022 fiscal year is to continue to expand our brand presence into the markets identified above and to continue to grow our sales within our targeted markets. We intend to do this through establishing key strategic relationships, enrolling in government procurement programs, establishing relationships with leading law enforcement associations and programs, expanding distributor channels, and revitalized marketing campaigns.





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Results of Operations


Our financial results for the three months ended June 30, 2021 reflect our newly positioned organization. We believe that we have hired a strong team of professionals, developed innovative products, and continue to raise capital sufficient to establish our presence as a high-quality ammunition provider and marketplace. We continue to focus on growing our top line revenue, and streamlining our operations, and as a result, we experienced an increase in our gross profit margin for the three months ended June 30, 2021. This was the result of a significant increase in sales allowing us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense as well as the addition of our new marketplace, Gunbroker.com

The following table presents summarized financial information taken from our condensed consolidated statements of operations for the three months ended June 30, 2021 compared with the three months ended June 30, 2020:





                                                      For the Three Months Ending
                                                   June 30, 2021       June 30, 2020
                                                    (Unaudited)         (Unaudited)
Net Sales                                         $    44,476,332     $     9,659,970
Cost of Revenues                                       25,505,438           8,588,565
Gross Profit                                           18,970,894           1,071,405
Sales, General & Administrative Expenses                9,290,380           3,851,594
Income (loss) from Operations                           9,680,514          (2,780,189 )
Other income (expense)
Other income (expense)                                   (143,854 )          (323,600 )
Income (loss) before provision for income taxes   $     9,536,660     $    (3,103,789 )
Provision for income taxes                                      -                   -
Net Income (Loss)                                 $     9,536,660     $    (3,103,789 )




Non-GAAP Financial Measures


We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under accounting principles generally accepted in the United States ("GAAP"), the following information includes key operating metrics and non-GAAP financial measures we use to evaluate our business. We believe these measures are useful for period-to-period comparisons of the Company. We have included these non-GAAP financial measures in this Quarterly Report on Form 10-Q because they are key measures we use to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.





Adjusted EBITDA



                                                     For the Three Months Ended
                                                 June 30, 2021         June 30, 2020

Reconciliation of GAAP net income to
Adjusted EBITDA
Net Income (Loss)                              $       9,536,660     $      (3,103,789 )
Depreciation and amortization                          3,516,851             1,169,001
Loss on purchase                                               -             1,000,000
Excise taxes                                           2,397,771                     -
Interest expense, net                                    165,279               323,600
Employee stock awards                                    699,500               255,300
Stock grants                                              66,914                76,766
Other income, net                                        (21,425 )                   -
Contingent consideration fair value                      (56,638 )             (27,968 )
Adjusted EBITDA                                $      16,304,912     $        (307,090 )




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Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss), adjusted to eliminate the effect of certain items as described below.

We have excluded the following non-cash expenses from our non-GAAP financial measures: depreciation and amortization, loss on purchase, share-based compensation expenses, and changes to the contingent consideration fair value. We believe it is useful to exclude these non-cash expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

Adjusted EBITDA as a non-GAAP financial measure also excludes other cash interest income and expense, as these items are not components of our core operations. We have not included adjustment for any provision or benefit for income taxes as we currently record a valuation allowance and we have included adjustment for excise taxes.

Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:





  ? Employee stock awards and stock grants expense has been, and will continue to
    be for the foreseeable future, a significant recurring expense in the Company
    and an important part of our compensation strategy;
  ? the assets being depreciated or amortized may have to be replaced in the
    future, and the non-GAAP financial measures do not reflect cash capital
    expenditure requirements for such replacements or for new capital expenditures
    or other capital commitments; and
  ? non-GAAP measures do not reflect changes in, or cash requirements for, our
    working capital needs
  ? other companies, including companies in our industry, may calculate the
    non-GAAP financial measures differently or not at all, which reduces their
    usefulness as comparative measures



Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net loss and our other financial results presented in accordance with GAAP.

Net Sales

The following table shows our net sales by proprietary ammunition versus standard ammunition for the three months ended June 30, 2021 and 2020. "Proprietary Ammunition" include those lines of ammunition manufactured by our facilities that are sold under the brand names: STREAK VISUAL AMMUNITION™ and Stelth. We define "Standard Ammunition" as non-proprietary ammunition that directly competes with other brand manufacturers. Our "Standard Ammunition" is manufactured within our facility and may also include completed ammunition that has been acquired in the open market for sale to others. Also included in this category is low cost target pistol and rifle ammunition, as well as bulk packaged ammunition manufactured by us using reprocessed brass casings. Ammunition within this product line typically carries lower gross margins.





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                             For the Three Months Ending
                          June 30, 2021        June 30, 2020
Proprietary Ammunition   $     1,110,621      $     1,895,141
Standard Ammunition           27,241,159            4,516,527
Ammunition Casings             3,852,486            3,248,302
Marketplace Revenue           12,272,066                    -
Total Sales              $    44,476,332      $     9,659,970

Sales for the three months ended June 30, 2021 increased 360% or approximately $34.8 million, over the three months ended June 30, 2020. This increase was the result of approximately $22.7 million of increased sales in bulk pistol and rifle ammunition, a decrease of approximately $0.7 million of sales of Proprietary Ammunition, an increase of approximately $0.6 million of sales from our casing operations, and $12.2 million in revenue generated from our recently acquired marketplace, Gunbroker.com, which includes auction revenue, payment processing revenue, and shipping income. Management expects the sales of Proprietary Ammunition to outpace the sales of our Standard Ammunition.

We are focused on continuing to grow top line revenue quarter-over-quarter as we continue to further expand distribution into commercial markets, introduce new product lines, and initiate sales to U.S. law enforcement, military, and international markets.

Through our acquisition of SWK, the Company has developed and deployed a new line of tactical armor piercing (AP) and hard armor piercing incendiary (HAPI) precision ammunition to meet the lethality requirements of both the US and foreign military customers. We continue to demonstrate our AP and HAPI ammunition to military personnel at scheduled and invite only events, resulting in increased interest and procurement discussions.

It is important to note that, although U.S. law enforcement, military and international markets represent significant opportunities for our company, they also have a long sales cycle. The Company's sales team has been effective in establishing sales and distribution channels, both in the United States and abroad, which are reasonably anticipated to drive sustained sales opportunity in the military, law enforcement, and commercial markets.

Sales outside of the United States require licenses and approval from either the U.S. Department of Commerce or the U.S. State Department, which typically takes approximately 30 days to receive. On July 21, 2020, we renewed our annual registration with the International Traffic in Arms Regulations (ITAR), which remains valid through the report date. This permits the Company to export and broker ammunition and other controlled items covered under ITAR.

On June 23, 2021, we announced that we were awarded a U.S. Department of Defense contract for the development and manufacture of ballistically matched multi-purpose rounds to design and manufacture multiple Ballistically Matched Multi-Purpose Rounds (BM-MPR) in support of U.S. military operations.





Cost of Revenues


Cost of Revenues increased by approximately $16.9 million from $8.6 million to $25.5 million for the three months ended June 30, 2021 compared to the comparable period ended in 2020. This was the result of a significant increase in net sales as well increases to non-cash depreciation related to increases in production equipment, expensing of increased labor, overhead, and raw materials used to produce finished product during 2021 as compared to 2020, and additional cost of revenues from our recent acquisition of our marketplace, Gunbroker.com. As a percentage of sales, cost of goods sold decreased by 35.5% when comparing the three months ended June 30, 2021 and 2020.





Gross Margin


Our gross margin percentage increased to 42.7% from 11.1% during the three months ended June 30, 2021 as compared to the same period in 2020. This was a result of increased sales allowing us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense, and the inclusion of our newly acquired marketplace, Gunbroker.com which, by nature has significantly higher margins than our manufactured products.





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We believe as we continue to grow sales through new markets and expanded distribution that our gross margins will also increase, as evidenced by the improvement over this time last year. Our goal in the next 12 to 24 months is to continue to improve our gross margins. This will be accomplished through the following:





  ? Increased product sales, specifically of proprietary lines of ammunition, like
    the STREAK VISUAL AMMUNITION™, Stelth and now our tactical Armor Piercing (AP)
    and Hard Armor Piercing Incendiary (HAPI) precision ammunition, all of which
    carry higher margins as a percentage of their selling price;

  ? Introduction of new lines of ammunition that historically carry higher margins
    in the consumer and government sectors;

  ? Leverage of our newly acquired marketplace, Gunbroker.com, through the
    introduction of additional services and product offerings;

  ? Expanded use of automation equipment that reduces the total labor required to
    assemble finished products;

  ? And, better leverage of our fixed costs through expanded production to support
    the sales objectives.




Operating Expenses



Overall, for the three months ended June 30, 2021, our operating expenses increased by approximately $5.4 million over the three months ended June 30, 2020, and decreased as a percentage of sales from 39.9% for the three months ended June 30, 2020 to 20.1% for the three months ended June 30, 2021. The increase was primarily related to approximately $3.2 million of additional operating expenses following our merger with Gemini, including $2.2 million of depreciation and amortization expenses. Our operating expenses include non-cash depreciation and amortization expense of approximately $2.6 million for the three months ended June 30, 2021. Our operating expenses consisted of commissions related to our sales increases, stock compensation expense associated with issuance of our Common Stock in lieu of cash compensation for employees, and board members, and key consultants for the organization during the period. Operating expenses for the three months ended June 30, 2021 and 2020 periods included noncash expenses of approximately $3.3 million and $1.7 million, respectively. We expect to see administrative expenditures to continue to decrease as a percentage of sales in the 2022 fiscal year, as we leverage our work force and expand our sales opportunities.

During the three months ended June 30, 2021, our selling and marketing expenses increased by approximately $0.8 million in comparison to the three months ended June 30, 2020. The increase was primarily related to commission on the increases in the sale of our products resulting of approximately $0.7 million for the three months ended June 30, 2021 in comparison to the comparable prior period.

Our corporate general & administrative expenses increased approximately $2.2 million in the three months ended June 30, 2021 from the comparable prior period mainly due to increased general corporate expenses related to the addition of Gemini of approximately $0.5 million and increased professional and legal fees of $0.5 million due to our acquisition of Gemini.

Employee salaries and related expenses increased approximately $1.4 million for the three months ended June 30, 2021 compared to the comparable period ended in 2020. The increase for the three months ended June 30, 2021 when compared to the prior period, was primary related to an increase in salaries and wages of approximately $0.9 million including employees added from the Gemini merger and an increase of stock compensation of approximately $0.4 million.

Depreciation and amortization expenses for the three ended June 30, 2021 increased by approximately $2.2 million from the comparable prior periods due to depreciation and amortization expenses in connection with the acquisition of Gemini.





Interest and Other Expenses



For the three months ended June 30, 2021, interest expense decreased by approximately $0.2 million compared with the comparable three months ended June 30, 2020. The change from the prior periods was mainly due to the repayment of notes and conversion of convertible promissory notes in current and prior periods.





Net Income



As a result of increases in revenues from increased production as well as our acquisition of Gemini, we ended the three months ended June 30, 2021 with a net income of approximately $9.5 million compared with a net loss of approximately $3.1 million for the three months ended June 30, 2020.





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Our goal is to continue to improve our operating results as we focus on increasing sales and controlling our operating expenses.

Liquidity and Capital Resources

As of June 30, 2021, we had $50,972,447 of cash and cash equivalents, a decrease of $67,369,024 from March 31, 2021.

Working Capital is summarized and compared as follows:





                        June 30,          March 31,
                          2021              2021
Current assets        $ 106,191,817     $ 145,620,332
Current liabilities      42,714,920        12,098,493
                      $  63,476,897     $ 133,521,839

Changes in cash flows are summarized as follows:





Operating Activities


For the three months ended June 30, 2021, net cash provided by operations totaled approximately $8.7 million. This was primarily the result of net income of approximately $9.5 million, increases in our accounts payable of approximately $7.0 million, decreases in prepaid expenses of approximately $1.1 million, non-cash expenses for depreciation and amortization of approximately $3.5 million, employee stock compensation of approximately $0.7 million, and stock grants totaling approximately $0.1 million. The cash provided by operations were partially offset increases in inventories of approximately $12.1 million.

For the three months ended June 30, 2020, net cash used in operations totaled approximately $1.8 million. This was primarily the result of a net loss of approximately $3.1 million, increases in our period end inventories and accounts receivable of approximately $2.1 million and $1.1 million, respectively, increases in accounts payable and accrued liabilities of approximately $1.1 million and $0.8 million, respectively, and a loss on Jagemann Munition Components of $1.0 million. The cash used in operations were partially offset by the benefit of non-cash expenses for depreciation and amortization of approximately $1.2 million, employee stock compensation of approximately $0.3 million, and stock grants of approximately $0.1 million.





Investing Activities


During the three months ended June 30, 2021, we used approximately $52.2 million in net cash for investing activities. Net cash used in investing activities consisted of approximately $50.7 million uses in connection with the merger of Gemini, and approximately $1.6 million related to purchases of production equipment and the construction of our new manufacturing facility in Manitowoc, WI.

During the three months ended June 30, 2020, we used approximately $0.5 million in net cash for investing activities to purchase fixed assets such as new production equipment.





Financing Activities



During the three months ended June 30, 2021, net cash used in financing activities was approximately $23.8 million. This was the net effect of a $50.0 million payment on debt assumed from Gemini, $35.0 million of proceeds from the sale of our preferred stock net of approximately $3.2 million of issuance costs, approximately $0.5 million was generated from common stock issued for exercised warrants, the $4.0 million repayment of a note payable, and an approximate $0.8 million reduction in our Inventory Credit Facility. Additionally, approximately $23.6 million was generated from accounts receivable factoring, which was offset by payments of approximately $24.4 million.





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During the three months ended June 30, 2020, net cash provided by financing activities was approximately $2.4 million. This was the net effect of approximately $1.8 million generated from our Inventory Credit Facility, and proceeds from our note payable. Additionally, $7.0 approximately was generated from accounts receivable factoring, which was offset by payments of approximately $7.1 million. Approximately $0.2 million of cash was use for payments on related party notes payable, and approximately $0.1 million toward our insurance premium note payable.

Liquidity and Capital Resources

Existing working capital, cash used in operations, bank borrowings, and sales of equity and debt securities are expected to be adequate to fund our operations over the next year. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, and related-party notes.

We believe financing will be available, both through conventional financing relationships and through the continued sales of our Common Stock. However, there is no assurance that such funding will be available on terms acceptable to us or at all. We believe that our current cash on hand, coupled with alternative sources of funding, will be sufficient to satisfy intended capital expenditures, potential acquisitions and general liquidity requirements through at least the next twelve months.

Off-Balance Sheet Arrangements

As of June 30, 2021, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.





Use of Estimates


The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, intangible assets, and stock-based compensation.





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Inventory


We state inventories at the lower of cost and net realizable value. We determine cost by using the weighted-average cost of raw materials method, which approximates the first-in, first-out method and includes allocations of manufacturing labor and overhead. We make provisions when necessary, to reduce excess, potential damaged or obsolete inventories. These provisions are based on our best estimates. At June 30, 2021, and March 31, 2021, we conducted a full analysis of inventory on hand and expensed all inventory not currently in use, or for which there was no future demand.





Research and Development


To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through our cost of products sold, as this work was done by the same employees who produced the finished product. We anticipate that it may become necessary to reclassify research and development costs into our operating expenditures for reporting purposes as we begin to develop new technologies and lines of ammunition.





Revenue Recognition


We generate revenue from the production and sale of ammunition, and marketplace fee revenue, which includes auction revenue, payment processing revenue, and shipping income. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. We apply the following five-step model to determine revenue recognition:





  ? Identification of a contract with a customer
  ? Identification of the performance obligations in the contact
  ? determination of the transaction price
  ? allocation of the transaction price to the separate performance allocation
  ? recognition of revenue when performance obligations are satisfied



We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of our product, which typically occurs upon shipment of the product. In the year ended March 31, 2021, we began accepting contract liabilities or deferred revenue. We included Unearned Revenue in our accrued liabilities. We will recognize revenue when the performance obligation is met.





Excise Tax


As a result of regulations imposed by the Federal Government for sales of ammunition to non-government U.S. entities, we charge and collect an 11% excise tax for all products sold into these channels. During the three months ended June 30, 2021 and 2020, we recognized approximately $2.4 million and $0.6 million respectively, in excise taxes. For ease in selling to commercial markets, excise tax is included in our unit price for the products sold. We record this through net sales and expense the offsetting tax expense to cost of goods sold.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts payable, and amounts due to related parties. Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.





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Income Taxes


We follow ASC subtopic 740-10, "Accounting for Income Taxes" for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggest that is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.





Stock-Based Compensation


We grant stock-based compensation to key employees and directors as a means of attracting and retaining highly qualified personnel. We also grant stock in lieu of cash compensation for key consultants and service providers. We recognize expense related to stock-based payment transactions in which we receive employee or non-employee services in exchange for equity. We measure stock compensation based on the closing fair market value of our Common Stock on the date of grant.

In addition to our base of employees, we also use the services of several contract personnel and other professionals on an "as needed basis". We plan to continue to use consultants, legal and patent attorneys, engineers, and accountants, as necessary. We may also expand our staff to support the market roll-out of our products to both the commercial and government related organizations. A portion of any key employee compensation likely would include direct stock grants, which would dilute the ownership interest of holders of existing shares of our Common Stock.

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