You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" in this report and in our annual report on Form 10-K for the fiscal year ended December 31, 2020, filed with SEC on March 30, 2021.





Company Overview


The Company develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, HemoStyp, is a neutralized, oxidized, regenerated cellulose ("NORC") derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. The Company is in the process of seeking regulatory approval to sell our Hemostyp product line into the U.S. Class III surgical market. HemoStyp also has applications in the 510k, topical application markets that represent potential commercial opportunities for the products.

Our HemoStyp Gauze Products

HemoStyp hemostatic gauze is a collagen-like natural substance created from chemically treated cellulose derived from cotton. It is an effective hemostatic agent registered with the FDA for superficial use under a 510k approval obtained in 2012 to help control bleeding from open wounds and body cavities. The HemoStyp hemostatic material contains no chemical additives, thrombin or collagen, and is hypoallergenic. When the product comes in contact with blood it expands slightly and quickly converts to a gel that subsequently breaks down into glucose and salts. Because of its benign impact on body tissue and the fact that it degrades to non-toxic end products, HemoStyp does not impede the healing of body tissue as do certain competing hemostatic products. Laboratory testing has shown HemoStyp to be 100% absorbable in the human body within 24 hours whereas other organic regenerated cellulose products may take several days to be fully absorbed. A comparative human trial conducted in 2019 and 2020 on 236 surgical patients demonstrated the effectiveness of HemoStyp in vascular, thoracic and abdominal procedures.

HemoStyp hemostatic gauze is a flexible, silk-like material that is applied by placing the gauze onto the bleeding tissue. The supple material can be easily folded and manipulated as needed to fit the size of the wound or incision. In surface bleeding and surgical situations, the product quickly converts to a translucent gel that allows the physician or surgeon to monitor the coagulation process. The gel maintains a neutral pH level which avoids damaging the surrounding tissue. In superficial bleeding situations, HemoStyp can be bonded to an adhesive plastic bandage or integrated into a traditional gauze component to address a broad range of needs, including traumatic bleeding injuries and prolonged bleeding following hemodialysis.





Potential Target Markets


Our technology can be marketed as HemoStyp Gauze in various configurations and sizes both nationally and internationally. Our potential customer base for our HemoStyp includes, without limitation, the following (noting that we have several formats of Trauma Gauze):





    ·   Hospitals and Surgery Centers for all Internal Surgical usage (in the
        event we obtain FDA Class III approval)
    ·   Hospitals, Clinics and Physicians for external trauma
    ·   EMS, Fire Departments and other First Responders
    ·   Military Medical Care Providers
    ·   Nursing Homes and Assisted Living Facilities





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  · Hemodialysis centers
  · Dental and Oral & Maxillofacial Surgery Offices
  · Veterinary hospitals




Primary Strategy



Our HemoStyp technology received an FDA 510k approval in 2012 for use in external or superficial bleeding situations and we believe there is an opportunity for HemoStyp products to address unmet needs in several medical applications that represent attractive commercial opportunities. However, the Class III surgical markets, both domestic and international, represent the most attractive market for our products due to the smaller number of competitors offering Class III approved hemostatic agents and the resulting premium pricing for products that can meet the demanding requirements of the human surgical environment. In 2018, we made the decision to focus our efforts and resources on accessing these Class III markets to maximize the value potential of our HemoStyp. The Class III Pre-market approval (PMA) process requires a substantial investment of time and resources so we made the strategic determination to pause our sales and marketing to non-Class III markets in order to devote our full attention to the FDA process. Our extensive laboratory testing and our completed human trial indicate that the HemoStyp technology can successfully compete against established Class III market participants and allow us to gain a significant market share.

As of the filing date of this Form 10-Q, the Company's PMA application is under Substantive Review by the FDA. On October 26, 2021, the Company submitted responses to the latest FDA requests for information and clarifications. The FDA reserves the right under its review process to seek additional information at any time and there can be no assurance that the PMA will be granted.

In anticipation of receiving a Class III PMA, we are evaluating paths to rapidly grow our revenue and profits in this market segment with the objective of maximizing shareholder value. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution, (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction, and (iii) a capital raising program to establish and grow our own marketing and distribution capabilities and generate revenue and profits organically.

The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company's products and business strategy. In response to these inbound contacts, we continue to engage in regular discussions to evaluate the potential commercial partnerships as we approach the FDA decision on our Class III PMA application. There can be no assurances that any specific transaction will occur as a result of this strategy. No assurances can be given that the Company will identify suitable strategic or commercialization candidate(s) or complete a transaction.

Manufacturing and Packaging of our Products

The Company's NORC products are manufactured largely in the United States to our specifications and using our equipment through a contract manufacturing arrangement with an FDA certified contract manufacturer that maintains stringent quality control protocols to assure the uniformity and quality of all of our gauze products. Information on our equipment, the manufacturing process and our partner's facility has been submitted as part of our PMA submission, which includes the FDA inspection records of the facility. Certain of our adhesive bandage formats designed for the 510k market are manufactured by a separate contractor based in China.






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Patents and Trademarks


Our NORC technology is protected through patents issued by the U.S. Patent and Trademark Office ("USPTO") in 2013 and which protection currently runs through 2029. In 2020, we filed an additional U.S. patent that would protect the use of our NORC technology in a gel or hydrocolloid formulation. On January 21, 2021, the U.S. Patent Office provided notification of publication of the Company's patent application for the method of forming and using a hemostatic hydrocolloid. This publication does not imply any assurance of the receipt of the patent but establishes an obligation of any party that seeks to use the applicable method to pay royalties for the right to do so. The patent application for this process remains pending as of the date of this filing.

On February 11, 2021, the Company was notified that its application to establish global patent protection for the process of creating and deploying a hydrocolloid (or gel) format of its previously patented HemoStyp hemostatic gauze was accepted for publication under the procedures of the Patent Cooperation Treaty ("PCT"), which is an international patent law treaty which provides a unified procedure for filing a patent application in most foreign countries. The Company previously filed provisional patent applications for its HemoStyp gauze and the hydrocolloid process in July 2019 and 2020, respectively. The Company now has up to one year to register specific patents in those countries where it wishes to commercialize any future HemoStyp gel formats and will do so as its gel-related R&D activity progresses through 2021.

The Company has registered trademarks for the following:





  · BooBoo Strips

  · The Ultimate Bandage

  · Hemostrip

  · Nik Fix

Results of Operations for the three months ending September 30, 2021 and 2020

The following table sets forth a summary of certain key financial information for the three months September 30, 2021 and 2020:





                            For the Three Months Ended September 30,
                                2021                       2020

Revenue                  $                -       $                  136

Gross profit             $                -       $                  102

Operating (expenses)     $         (724,416 )     $           (9,105,901 )

Operating (loss)         $         (724,416 )     $           (9,105,799 )

Other income (expense)   $                -       $             (115,560 )

Net (loss)               $         (724,416 )     $           (9,221,359 )

Basic and diluted        $            (0.00 )     $                (0.05 )





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Three Months ended September 30, 2021 versus Three Months ended September 30, 2020

During the three months ended September 30, 2021 and 2020, the Company had $0 and $136 of revenues, respectively. The minimal revenues are due to the continued focus of the Company's capital and resources towards obtaining a Class III PMA. The Company is continuing this strategy based on our belief that the greatest value to our shareholders will come from obtaining this PMA and, if granted, pursuing opportunities that we anticipate will be available to the Company.

Total operating expenses for the three months ended September 30, 2021 and 2020 were $724,416 and $9,105,901, respectively.

The decrease in operating expenses is mainly due to a decrease in stock-based compensation expense of $8,418,422 and a decrease in research and development expenses of $40,285. The decrease in stock-based compensation is due to the Company having recorded $8,484,672 of stock-based compensation related to an amendment to the restricted stock award agreement made during the three month period ended September 30, 2020. The amendment resulted in the vesting of 7,595,000 of RSUs and the immediate recognition of $5,392,450 of expenses and an additional $3,092,222 of stock-based compensation from the amortization of the RSUs that vested on January 1, 2021. In addition, the Company issued 250,000 shares of common stock to consultants for services with a value of $153,750 during the three month period ended September 30, 2020. The Company only incurred stock-based compensation of $220,000 during the three-month period ended September 30, 2021 related to the vesting of RSU's.

Other income (expense) for the three months ended September 30, 2021 and 2020 was $0 and $(115,560), respectively. The decrease in other expense was due to a decrease in interest expense of $115,560 as the Company had no outstanding notes payable or other interest bearing obligations during the three month period ended September 30, 2021. During the three month period ended September 30, 2020, the Company had total interest expense of $115,560 comprised of $111,606 for amortization of beneficial conversion features on convertible notes payable and convertible notes payable - related party.

The net loss for the three months ended September 30, 2021 was $724,416 as compared to net loss of $9,221,359 for the comparable period of the prior year. The decrease in the net loss is due to the Company having a decrease in operating expenses of $8,381,485 and a decrease in other expenses of $115,560, as explained above.

Results of Operations for the nine months ending September 30, 2021 and 2020

The following table sets forth a summary of certain key financial information for the nine months ended September 30, 2021 and 2020:





                             For the Nine Months Ended September 30,
                                 2021                       2020

Revenue                  $                 59       $                563

Gross profit             $                 34       $                368

Operating (expenses)     $        (28,729,704 )     $        (10,377,849 )

Operating (loss)         $        (28,729,670 )     $        (10,377,481 )

Other income (expense)   $           (346,360 )     $           (162,751 )

Net (loss)               $        (29,076,030 )     $        (10,540,232 )

Basic and diluted        $              (0.13 )     $              (0.06 )





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Nine Months ended September 30, 2021 versus Nine Months ended September 30, 2020

During the nine months ended September 30, 2021 and 2020, the Company had $59 and $563 of revenues, respectively. The minimal revenues are due to the continued focus of the Company's capital and resources towards obtaining a Class III PMA. The Company is continuing this strategy based on our belief that the greatest value to our shareholders will come from obtaining this PMA and, if granted, pursuing opportunities that we anticipate will be available to the Company.

Total operating expenses for the nine months ended September 30, 2021 and 2020 were $28,729,704 and $10,377,849, respectively.

The increase in operating expenses is due primarily to an increase in stock-based compensation expenses of $17,945,626 and $562,000 related to the settlement of litigation. The Company recorded a total $26,732,173 of stock-based compensation during the nine months ended September 30, 2021 compared to $8,786,547 during the nine months ended September 30, 2020.

The increase in stock-based compensation is primarily related to vesting and amortization of RSUs. During the nine months ended September 30, 2021, the Company amended the RSU agreement with its former Chief Executive Officer and current Chairman. The amendment resulted in the vesting of 21,970,000 RSUs along with the issuance of an additional 2,000,000 shares of restricted stock as a bonus. The change in vesting and issuance of the bonus shares of common stock resulted in the immediate recognition of $26,127,300 in stock-based compensation expense. The Company also recognized $43,121 of stock-based compensation due to the amortization of the RSUs that vested on January 1, 2021, issued 100,000 shares of common stock for settlement of a consulting agreement valued at $111,000 and issued 525,000 shares of common stock valued at $450,750 due to vesting of RSUs.

During the nine months ended September 30, 2020, the Company recorded $8,484,672 of stock-based compensation related to the amendment to the restricted stock award agreement made during the period. The amendment resulted in the vesting of 7,595,000 RSUs resulting in the immediate recognition of $5,392,450 of expenses and an additional $3,092,222 of stock-based compensation due to the amortization of the RSUs that vested on January 1, 2021. In addition, the Company issued 425,000 shares of common stock to consultants for services with a value of $301,875.

Other income (expense) for the nine months ended September 30, 2021 and 2020 was $(346,360) and $(162,751), respectively. The increase in other expense was due to total interest expense of $615,443 and loss on debt settlement of $35,190 offset by other income of $304,273. The increase in interest expense is primarily due to the amortization of beneficial conversion features on convertible notes payable and convertible notes payable - related party during the nine months ended September 30, 2021 totaling $608,710 compared to $158,110 in the nine months ended September 30, 2020. The loss on debt settlement is due to the Company issuing shares of common stock with a fair value of $188,713 for the settlement of $153,523 of various debts and accrued liabilities - related party. Other income is due to the Company receiving $304,273 as full and final payment for settlement of its December 2019 arbitration with Maxim.






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The Company's net loss for the nine months ended September 30, 2021 was $29,076,030 as compared to net loss of $10,540,232 for the comparable period of the prior year. The $18,535,798 increase in the net loss is due to an $18,351,855 increase in operating expenses and an increase in other expenses from $162,751 during the nine months ended September 30, 2020 to $346,360 for the nine months ended September 30, 2021 as explained above.

Financial Condition, Liquidity and Capital Resources

As of September 30, 2021, the Company had a negative working capital of $969,823. The Company has not yet attained a level of operations, and for the foreseeable future will not be pursuing commercial operations that will allow us to fund our current administrative and other expenses while we seek FDA Class III approval. Our primary strategy calls for one or more commercial collaborations to market and distribute current and future HemoStyp products to the Class III marketplace, or to pursue a strategic transaction including a potential sale of the Company. If we are not successful in our strategy, we cannot assure that we will be able to fund a standalone marketing strategy, and if we do, we cannot assure we will attain profitable operations within the next year or at all. The report of our independent registered public accounting firm on our 2020 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. While the Company has funded its initial operations with private placements, and loans from related parties, there can be no assurance that adequate financing will continue to be available and, if available, on terms that are favorable to the Company. Our ability to continue as a going concern is also dependent on many events outside of our direct control, including, among other things, our ability to achieve our business goals and objectives, as well as improvement in operating conditions in the healthcare industry.





Cash Flows


The Company's cash on hand at September 30, 2021 and December 31, 2020 was $153,447 and $46,076, respectively.

The following table summarizes selected items from our statements of cash flows for the nine months ended September 30, 2021 and 2020:





                                                          For the Nine Months Ended
                                                                September 30,
                                                          2021               2020
Net cash used in operating activities                  $  (457,629 )     $  (1,180,494 )
Net cash used in investing activities                            -             (92,089 )
Net cash provided by financing activities                  565,000           1,262,664

Net increase (decrease) in cash and cash equivalents $ (107,371 ) $ (9,919 )

Net Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2021 was $457,629. The Company had net loss of $29,076,030 offset by non-cash stock-based compensation of $26,732,173, amortization of debt discount of $608,710, stock issued for litigation settlement of $312,000 and a loss on settlement of debt of $35,190. The Company also had a decrease in inventory of $25, change in accounts payable and accrued expenses of $442,857, a change in accounts payable and accrued expenses related party of $367,446 and a change in accrued litigation settlement of $125,000. The Company also had an increase in prepaid and other current assets of $5,000.

Net cash used in operating activities for the nine months ended September 30, 2020 was $1,180,494. The Company had net loss of $10,540,232 offset by stock-based compensation of $8,786,547, amortization of debt discount of $158,110 a decrease in inventory of $194, an increase in accounts payable and accrued expenses of $279,782 and an increase in accrued liabilities - related party of $145,105. The Company also had an increase in prepaid and other current assets of $10,000.






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Net Cash Used by Investing Activities

The Company did not have any investing activities during the nine months ended September 30, 2021.

Net cash used in investing activities for the nine months ended September 30, 2020 was $92,089 for the purchase of manufacturing equipment.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2021 was $565,000 consisting of $24,000 in proceeds from a related party loan, $426,000 in proceeds from the sale of stock and $115,000 in proceeds from the issuance of convertible notes.

Net cash provided by financing activities for the nine months ended September 30, 2020 was $1,262,664 consisting of $325,000 in proceeds from a convertible loan, $337,730 from related parties, $1,105,696 in proceeds from the sale of stock offset by payments of $505,762 made on related party loans.

Off-Balance Sheet Arrangements

As of September 30, 2021, we have no off-balance sheet arrangements.





Critical Accounting Policies


The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.





Revenue Recognition


The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its HemoStyp product by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company receives orders for its HemoStyp products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company's performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts were offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.






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Stock Based Compensation



The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

The Company accounts for stock compensation arrangements with non-employees in accordance with Accounting Standard Update (ASU) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires that such equity instruments are recorded at the value on the grant date.

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