Certain statements in this Report constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words "believe," "expect," "anticipate," "intend" and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.





Results of Operations


Fiscal year ended December 31, 2019 compared with fiscal year ended December 31, 2018

Revenue for the fiscal years ended December 31, 2019 and 2018 were $1,159,737 and $505,705, respectively. Cost of revenues for the fiscal years ended December 31, 2019 and 2018 were $462,940 and $209,871, respectively. Gross profit for the fiscal years ended December 31, 2019 and 2018 were $696,797 and $295,834, respectively. The increases for 2019 are a result of the improved business operations of PrestoCorp, our 51% owned subsidiary. Telemedicine is a growth area, especially now with the COVID-19 pandemic, and this growth drove revenues higher in 2019.


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Net loss for the fiscal year ended December 31, 2019 was $4,006,713 compared to net loss of $4,909,769 for the fiscal year ended December 31, 2018. The decrease in the net loss resulted primarily from a significant reduction in professional fees to $547,284 in 2019, compared to $1,304,735 in 2018 and a decrease in general and administrative expenses to $1,427,402 in 2019 compared to $1,965,767 in 2018. These decreases were partially offset by an increase in wages and salaries to $393,310 in 2019 compared to $226,029 in 2018 and an increase in advertising to $195,879 in 2019 compared to $104,018 in 2018. Depreciation and amortization was essentially unchanged on a year over year basis. In 2019, we reduced our reliance on outside professionals and focused primarily on building our PrestoCorp subsidiary while looking for other acquisition candidates to expand our base business. As noted in the description of our business, in 2019 we negotiated the acquisition of certain production equipment and in February 2020, we closed on the acquisition and established a new operating subsidiary to engage in contract manufacturing of products containing hemp based CBD.

Total operating expenses were $4,501,902 for the year ended December 31, 2019 compared to $5,336,005 for the fiscal year ended December 31, 2018. The bulk of the operating expenses for both years were paid using the Company's common stock and therefore required minimal cash. During 2019 and 2018, the Company impaired its goodwill and intangible assets an aggregate of $1,376,593 and $1,173,000, respectively. Impairment expense is also a non-cash item. Despite the large net loss amounts for both years, because of non-cash transactions, the Company had positive net cash provided by operations in 2019 of $94,648, compared to net cash used in operating activities of $689,876 for 2018.

Fiscal year ended December 31, 2018 compared with fiscal year ended December 31, 2017

Revenue for the fiscal years ended December 31, 2018 and 2017 was $505,705 and $317,985, respectively. Cost of revenues for the fiscal years ended December 31, 2018 and 2017 was $209,871 and $154,451, respectively. Gross profit for the fiscal years ended December 31, 2018 and 2017 was $295,834 and $163,534, respectively. The increase in each of the numbers for 2018 is primarily a result of the increased impact of the business operations of PrestoCorp, our 51% owned subsidiary, on the business operations of the Company.

Net loss for the fiscal year ended December 31, 2018 was $4,909,769 compared to net loss of $7,811,489 for the fiscal year ended December 31, 2017. The decrease resulted primarily from a change in our compensation structure in 2018 for members of management, consultants, board members, and attorneys. In 2017, these persons were compensated primarily with the issuance of set amounts of stock. Compensation expense during 2017 rose with the rise in our stock price resulting in a higher net loss. In 2018, we changed our compensation arrangements with persons being issued stock based upon the value of the stock at the time of issuance rather than a set number of shares.

Total operating expenses were $5,336,005 for the fiscal year ended December 31, 2018 and $8,010,622 for the fiscal year ended December 31, 2017. The bulk of the expenses for both years were paid using the Company's common stock and therefore required no cash. In 2018, consulting and legal services were incurred in the amount of $2,186,796. In 2017, the large non-cash transaction was also stock issued for services in the amount of $4,729,452. During 2018


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and 2017, the Company impaired its goodwill and intangible assets an aggregate of $1,173,000 and $980,944, respectively. Despite the large net loss amounts for both years, because of non-cash transactions, the net cash used in operating activities was $689,876 for 2018 and $964,661 for 2017. Also, during the year ended December 31, 2018, 332,447 shares were returned due to cancellation of a service contract that was originated in 2017. The value of the shares returned was approximately $991,000 which was recorded as a reduction of the professional fees incurred since the inception of the contract.

Liquidity and Capital Resources

As stated above, our operations generated $94,648 in cash for the year ended December 31, 2019. During the same year, financing activities provided cash of $141,882, consisting of proceeds from sales of restricted stock in the amount of $50,000 and from proceeds from related parties in the amount of $91,882. We ended 2019 with $336,107 in cash on hand.

In the year ended December 31, 2018, our operations used $689,876 in cash. During the same year, financing activities provided cash of $665,295. Cash required during 2018 came from cash proceeds from sales of restricted stock and warrant exercises in the amount of $361,750 and from proceeds from related parties in the amount of $303,545. We ended 2018 with $151,946 in cash on hand.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net losses of $3,936,386 and $4,128,346, respectively, for the years ended December 31, 2019 and 2018 and had an accumulated deficit of $74,855,147 as of December 31, 2019. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.

As of April 20, 2020, the Company had cash on hand of approximately $134,000.

As a result, the Company has does not have sufficient liquidity to meet the immediate needs of our current operations. Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits.

Off Balance Sheet Arrangements

None

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