~~PART I~~This Annual Report on Form 10-K includes the accounts of The Coretec Group Inc., an Oklahoma corporation, together with its wholly owned subsidiary, Coretec Industries LLC, a North Dakota limited liability corporation (collectively referred to herein as “the Group” or “Coretec”). References in this Report to “we”, “our”, “us” or the “Company” refer to The Coretec Group Inc. and its consolidated subsidiary unless context dictates otherwise.

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our businesses, financial condition, results of operations and prospects.

On June 22, 2017, the Group filed an Amended Certificate of Incorporation with the Secretary of State of the State of Oklahoma to change its name from “3DIcon Corporation” to “The Coretec Group Inc.”, which became effective on June 29, 2017.

The Group, formerly known as 3DIcon Corporation, was incorporated on August 11, 1995, under the laws of the State of ~~Oklahoma as First Keating Corporation. Our articles of incorporation were amended August 1, 2003~~Oklahoma. Prior to ~~change~~September 30, 2016, the name to 3DIcon Corporation. The initial focus of First Keating Corporation was to market and distribute books written by its founder, Martin Keating. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. The effective date of this transition was January 1, 2001. We accounted for this transition as a reorganization and accordingly, restated its capital accounts as of January 1, 2001. At the inception on January 1, 2001, ourGroup’s primary activity ~~was~~had been the raising of capital in order to pursue its goal of becoming a significant participant in the ~~formation~~development, commercialization and marketing of next generation 3D display technologies.

On September 30, 2016, Coretec Industries LLC became a wholly owned subsidiary of the Group, and the Group issued an aggregate 15,870 shares of the Group’s Series B Convertible Preferred Stock, which shares were subsequently converted into 30,374,363 shares of common stock.

Coretec’s Technology. Coretec’s underlying technology is based on the production of a high value liquid silicon precursor, cyclohexasilane (“CHS”). A key advantage of CHS is that it remains in liquid form at room temperature and does not convert to a gas until heated above 450°F. CHS is a superior silicon precursor in many ways compared to materials commonly used for manufacturing silicon-based semiconductors and solar cells (monosilane or trichlorosilane) that have much lower boiling points which leads to higher cost handling and shipping. There are several technical advantages of using CHS versus common silicon precursors and one is that the production rate of the silicon-forming step can be increased by a factor of six, and relative to process temperature up to 10X or more, which leads to significant cost savings. We anticipate that CHS will first be used as an alternative to monosilane or trichlorosilane when adding silicon to lithium ion batteries or when used in manufacturing silicon-based semiconductors.

We also see longer term potential in several emerging markets where there are opportunities in the conversion of CHS into nanoparticles and nanowires for use in such emerging, high-growth markets as:

Enhancement of CSpace. A key challenge in the development of CSpace® is the development of the material used for the image chamber. The Company has explored a variety of glass alternatives. While progress has been made, it has been concluded that limitations remain, primarily in the weight and cost of a glass medium.

A key virtue of having our IP portfolio of silicon-based materials is that we use all of the manufacturing infrastructure and knowledge that is available for optical plastics for the CSpace® image chamber. The benefit to CSpace® is that silicon-based optical plastics can be molded into a broad range of shapes and allow the image chamber to be much lighter and much lower in cost than the glass material we worked with before.

Near-Term Revenue Opportunities. Opportunities for near-term revenue continue to be explored in battery and microelectronic markets. Interest in the use of silicon in Li-ion batteries continues to increase driven by the growing demand for electrical vehicles, the exploitation of mobile electronics, and energy storage systems for backup power and improved efficiency of home and commercial wind and solar systems. Discussions are ongoing with suppliers of Li-ion battery anode materials that are seeking next generation materials to further increase performance while improving lifetime, charging time, safety and reliability. We believe these suppliers will be well positioned to take advantage of the benefits provided by CHS when combined as a liquid with other solid-based materials. While we believe the use of CHS in Li-ion batteries will provide near term revenue, we also continue to explore revenue opportunities in microelectronics and especially those early adopter markets where advanced microelectronics are being developed in lower volumes and with less price sensitivity.

On October 4, 2019 the Company entered into a credit agreement (the “Credit Agreement”) and related convertible promissory note with Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC, a Grand Cayman entity (the “Lender”). As of December 31, 2020, there was outstanding principal under the Credit Agreement and related convertible promissory note in the amount of $1,275,000.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

On June 30, 2020, the Company accepted the retirement and resignations of Ron Robinson, Chief Financial Officer (CFO) and Judith Keating, Corporate Secretary of the Company. Matthew Hoffman, who joined the Company in May of 2020, was appointed CFO and Corporate Secretary effective June 30, 2020.

On June 30, 2020 the Company moved headquarters and operations from Tulsa, Oklahoma to Ann Arbor, Michigan.

On June 25, 2020, the Company entered into a supply agreement with Evonik Operations GmbH to purchase 500 grams of cyclohexasilane, Si6H12 (CHS) for $185,000. The supply agreement will enable the Company to deliver initial quantities of CHS for sales and R&D evaluation to its customer base. The supply agreement is valid until March 31, 2021. The Company paid Evonik Operations GmbH $92,500 on July 20, 2020, to initiate production of CHS, in accordance with the agreement. Delivery is expected during the months of March and April 2021, at which time the Company will owe the remaining $92,500.

On October 29, 2020, the Company moved the trading of its securities to the OTCQB, also known as the Venture Market, from OTC Pink market. The fee for listing on the OTCQB market is $12,000 per annum, with a one-time application fee of $2,500. The OTCQB market is the middle tier of the OTC Markets and consists of early-stage and developing U.S. and international companies.

On March 2, 2021 (the “Signing Date”), Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”) pursuant to which the Company agreed to sell to the Investor in a private placement (i) 23,500,000 shares of its common stock (the “Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock (the “Pre-Funded Warrants”), and (iii) warrants (the “Warrants”) to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799.The sale of the securities under the Purchase Agreement closed on March 5, 2021.

The Warrants are exercisable for a period of five-and one-half years from the date of issuance and have an exercise price of $0.08 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investor may exercise the Warrant on a cashless basis if the shares of common stock underlying the Warrant (the “Warrant Shares”) are not then registered pursuant to an effective registration statement. The Investor has contractually agreed to restrict its ability to exercise the Warrant such that the number of shares of the Company’s common stock held by the Investor and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Warrant which may not exceed initially 4.99% of the Company’s then issued and outstanding shares of common stock.

The Pre-Funded Warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth in the Pre-Funded Warrants for stock splits, stock dividends, recapitalizations and similar events. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) to register for resale of the Shares, Warrant Shares and shares issuable upon exercise of the Pre-Funded Warrants, within 20 days of the Signing Date, and to have such Registration Statement declared effective within 45 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC.

In support of the Purchase Agreement, the Company entered into an engagement with H.C. Wainwright & Co. (HCW) to act as exclusive agent, advisor or underwriter in any offering of securities by the Company. Compensation to HCW includes 8.0% cash fee of gross proceeds and warrant coverage equal to 8% of the aggregate number of shares of common stock placed in each offering at an exercise price equal to 125% of the offering price per share available over a 5-year term. The Company will also pay HCW (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The initial term of the agreement is for one month.

The Company’s business model is to identify and commercialize disruptive technologies in silicon serving advanced technology markets. Sources of disruptive technology are licensed technology created by major universities, institutes, national laboratories and other research centers. Where technology does not already exist, research is to be sponsored and jointly developed with our customers. The initial candidates for commercialization center around CHS, and a source of this technology includes silicon technologies.

Coretec is developing, testing, and providing new and/or improved technologies and resulting product solutions for energy-related industries including, but not limited to oil/gas, renewable energy, energy conservation, and distributed energy industries. Many of these technologies and resulting product solutions also have application to the broader markets of anti-counterfeit packaging, medical devices, electronics, photonics, and displays. The initial technologies and product solutions are based on new innovations in cyclohexasilane (Si6H12), Si QDs, “stacked” polysilane ((R2Si)n), their alloys with various dopants, and in the future, high refractive index siloxane polymers (HRISP). Early adoption of these technologies and resulting product solutions is anticipated in markets for energy storage (Li-ion batteries), solid-state lighting (LEDs), solar energy (BIPV) and printable electronics (Asset Monitoring).

Coretec’s management leverages years of expertise and experience in equipment and services for the oil/gas industries, procuring and managing investments and financial services, and in R&D and commercialization of ~~interactive, optical holography for the communications~~material and ~~entertainment industries.~~chemical technologies.

In April 2004, we engaged the University of Oklahoma (the “University” or “OU”) to conduct a pilot study to determine the opportunity and feasibility for the creation of volumetric three dimensional display systems.CHS Business Model

~~On July 15, 2005, we entered into a Sponsored Research Agreement (“SRA”) with~~Coretec’s business model includes monitoring the ~~University, which expired on January 14, 2007. Under this agreement, the University conducted a research project entitled "Investigation~~ever-growing catalogue of ~~3-Dimensional Display Technologies".~~new technologies and valuable IP for licensing opportunities that could lead to incremental improvements and/or additional features in resulting products or lead to next generation products for use by energy-related industries and is created and held within universities and other parties that may lack financial resources and/or interest to further develop and commercialize them.

~~On February 23, 2007, we entered into an SRA with~~Additionally, where needs exist, but new technologies and resulting products are not currently available, conduct research and development (“R&D”) activities through sponsored projects performed at major universities, institutes, national laboratories and other research centers. Coretec will leverage existing, world-class expertise, experience, and laboratory facilities that reside in these non-profit, R&D entities for R&D, testing, and “proof of concept” studies up to and including at the ~~University, which expired on March 31, 2010. Under this agreement,~~device level that may be required to create commercialization opportunities.

Following these “proof of concept studies”, commercialization opportunities (e.g., manufacturing, marketing, sales) created for its technologies and IP will include, but are not limited to:

Coretec’s priorities for R&D and commercialization are customer/market-driven and guided by the ~~University conducted a research project entitled "3-Dimensional Display Development".~~needs and specifications of the energy-related industries served. Identified customer/market-driven opportunities include:

In the ~~fourth quarter~~future, we foresee revenue coming from one or more business transactions such as:

Based on our market research and competitive analysis, we have concluded that our CHS technology is unique and provides an advantage in that it should allow 1) production at high yields at low cost using readily available raw materials, 2) storage, transport and use as a liquid at room temperature 3) processing of ~~2007 we announced~~ the ~~release~~liquid into fibers, particles, and films that when heated forms silicon, and 4) the simple addition of ~~our first product, "Pixel Precision". On~~

February 12, 2009, version 2.0 of Pixel Precision was released to expand capabilities and provide new compatibility with Texas Instrument's newly released DLP® Discovery 4000 kits. This is a companion software applicationdopants to the ~~DMD Discovery line of products manufactured~~liquid at an atomic level that when heated forms doped silicon. Competing silanes provided by ~~Texas Instruments®. Further development of this product was ended~~numerous manufacturers exist as a gas at room temperature and are explosive resulting in ~~2015.~~greater cost during storage, handling, transportation and use. Our closest competitor is cyclopentasilane which exists as a gas at room temperature and has proven costly and difficult to manufacture. Other competitors exist in specific applications. For example, graphene and carbon nanotubes are potential competitors in printable electronics but are only now emerging and require purification that is proving costly.

~~In July 2013,~~Coretec’s business and commercialization model is based in part upon establishing joint development partnerships with companies that are commercially successful and financially sound as well as deeply embedded in the ~~Company was awarded~~supply chains for the aforementioned energy-related products. For example, Coretec is developing a ~~two year grant from OCAST. This was the second $300,000 grant received from OCAST. The first grant was completed in August 2012. This matching grant was for~~strategic partnership with a ~~total~~domestic supplier of ~~$300,000~~silicon-based materials that will facilitate further development and ~~commenced September 1, 2013. The Company received $5,122 in funding during the year ended December 31, 2015. The funds were being used to support the development~~scale-up of ~~the Company’s first Product Platform, which will be the basis for a family of products~~Si6H12 plus chemical derivatives and other materials based on Si6H12. This strategic partnership will enable Coretec to supply large quantities of these novel silicon materials to those companies interested in producing prototype batteries, electronics, and PV/solar cells for testing and commercial evaluation. Coretec will continue to seek other such strategic partnerships within the ~~Company’s CSpace® volumetric~~private sector.

The ~~grant was cancelled in March 2015 upon~~Company owns the ~~resignation of Dr. Hakki Refai, the principal investigator under the grant.~~

~~3DIcon is a small public company that is further developing~~rights to a patented volumetric 3D display technology that was developed by and with the University of Oklahoma (the “University”) under ~~an SRA.~~a Sponsored Research Agreement (“SRA”). The development to date has resulted in multiple ~~new~~ technologies, two working laboratory prototypes (Lab Proto 1 and Lab Proto 2), and eight provisional patents; five of the eight provisional patents have been combined and converted to five utility patents. Under the SRA, the Company has obtained the exclusive worldwide marketing rights to these 3D display technologies.

On May 26, 2009, the United States Patent and Trademark Office ("USPTO") approved the patent called "Volumetric Liquid Crystal Display" for rendering a three-dimensional image and converted it to USU.S. patent No. 7,537,345. On December 28, 2010, USPTO approved the patent called “Light Surface Display for Rendering a Three-Dimensional Image,” and issued the United States Patent No. 7,858,913. On August 21, 2012, the USPTO approved a continuation patent called “3D Volumetric Display” and issued the US Patent No. 8,247,755. These patents describe the foundation of what ~~we are calling our~~is called CSpace® technology (“CSpace”).

~~Volumetric~~

The Company plans to commercialize the CSpace volumetric 3D technology through a combination of government funded research and development contracts, joint development agreements with industry partners and technology licensing agreements with companies like Raytheon, Boeing, Lockheed Martin, Siemens, and General Electric for high value applications in military planning, cyber data analysis, battlespace visualization, oil and gas exploration and medical imaging. Although we do not have any definitive agreements in place that provide for such funding, we believe that the Federal Government would be interested in entering into funded arrangements based on past and existing discussions our management have had with Federal Government Program Managers. Likewise, we believe that Industry would be interested in entering into joint development agreements that could ultimately lead to licensing agreements. For example, Raytheon, Boeing and Schott Defense have provided letters of support for government grants that we have applied for, indicating their interest in working with us on the specific project if the grant were to be awarded. We have no formal agreements or commitments from Boeing or Raytheon beyond these initial discussions. We have had similar interactions with a number of companies, such as Lockheed, Honeywell, General Electric, Florida Institute of Human and Machine Cognition (IHMC), Cleveland Clinic, ShuffleMaster, etc. regarding our CSpace technology.

The above commercialization plan depends on our ability to convince potential customers (Government and Industry) that products based on our technology will meet their requirements and that the technical risk in developing products based on our technology will be acceptable to these potential customers. We are targeting high value applications that typically require products to be customized to the customer’s application. Since we understand the capabilities and limitations of CSpace better than potential customers, it is not unusual for this type of customer to ask the technology developer (in this case 3DIcon) to do most or part of the product development for or with the customer in exchange for funding by the customer. In 2016, we plan to continued to solicit the Federal Government and Industry to enter into customer-funded development contracts to develop our technology for or with those customers. Our goal is to generate sufficient funding from such arrangements that would meet or exceed the incremental costs of developing product prototypes for or with customers. If we are successful in completing the initial product prototypes on a timely basis, it is possible that the Company could generate licensing revenues from our CSpace technology beginning in the fourth quarter of 2017 . The Company believes that it has an experienced display industry and management team with a proven track record of successfully commercializing multiple display technologies to move our CSpace technology strategy forward.

~~Figure 2 - CSpace Architecture~~

In March of 2012, the Company implemented a new evolutionary, step-by-step commercialization strategy for the CSpace volumetric display technology. Under this strategy we are developing multiple staged prototypes with successively higher performance (brightness, resolution, and image size). Lab Proto 2 is a working prototype with significant improvements over Lab Proto 1 and was completed in October 2012. Our technical team increased the image size of Lab Proto 2 by a factor of eight (8x) and the brightness of the image by a factor of five (5x). Taken together with the 50 times higher brightness already achieved, Lab Proto 2 is 250 times (250x) brighter than Lab Proto 1. Because of the larger image size and the much higher brightness, we achieved much higher effective resolution as well. Lab Proto 3, while not complete, is already 80 times brighter than Lab Proto 2 and more than 2,000 times brighter than Lab Proto 1. Most of the engineering work (optics, electronics and software) is complete, and the focus is now on the image space materials.

The goals for Lab Proto 3 are to develop a lower cost and more scalable image chamber material (specialty glass), to enhance imagine brightness by ten (10x) by utilizing a new scanning system, and to use that new material to construct an even larger image chamber than was demonstrated for Lab Proto 2. Part of our Joint Development Agreement (“JDA”) with Schott Defense (“Schott”) and our efforts to secure federal funding are aimed at accelerating the process of securing a scalable material for CSpace’s image space.

Delays have been incurred in the efforts to seek the best possible solution to the material required for the image space. Our federal funding strategy and JDA with Schott are specifically targeted at securing this material, though they have failed to provide the necessary capital to date.

We believe that Lab Proto 3 will enable the Company to credibly engage with potential customers and secure customer funded development contracts to develop even larger and higher resolution product prototypes. If we are successful in securing customer funded development contracts, we anticipate the development of various product prototypes, the first of which we have been calling the Trade Show Prototype. It is likely that in exchange for funding of the TradeShow Prototype, our initial customer will require an exclusive license to the technology in a particular field of use (e.g. medical imaging). The Company believes that any such exclusive license will be based on a set period of time during product and/or market development and based on performance thereafter. Failure by the customer to meet agreed upon performance criteria would most likely result in the license becoming non-exclusive. Any such exclusive license agreement would preclude the Company from working with other customers in that field of use during the period of the exclusive license. The Company does not believe that this strategy for funding the Tradeshow Prototype will significantly impact the revenue potential of the technology given the number of potential applications (fields of use). If successfully developed, the Trade Show Prototype, which is illustrated as an artist concept in Figure 3 below, will be fully packaged and portable so that it can be used for trade shows and on-site customer demonstrations. We believe that the Trade Show Prototype will enable the Company to market and secure licensing agreements with large government contractors and large medical or industrial products companies.

~~Figure 3 - Artist Concept~~Overview of ~~CSpace Trade Show Prototype~~

~~Federal Funding Strategy~~

~~As funding has increased for the~~Volumetric 3D field, the Company has implemented a federal funding strategy to augment its other capital raising efforts. In December 2013, the Company secured the services of Doug Freitag, an expert in identifying and obtaining government grants of the type we are seeking. The initial targets for this strategy included: the Obama Administration’s multi-agency priorities of advanced manufacturing and information technology (e.g., Big Data Research and Development Initiative with over $200 million annually); the Department of Defense’s priorities to reduce the cost of developing, testing, and manufacturing new weapon systems, enhance training and operation of autonomous systems and accelerate data-to-decisions; and Federal Aviation Administration’s on-going priority to enhance air traffic control systems. As a result of feedback from various Federal Government Program Managers, the strategy has changed and now places increased emphasis on a growing need for new technologies to visualize cyber data, military planning, medical imaging data, data collected when screening for contraband and validation of 3D engineering designs prior to manufacturing by 3D printing. The strategy also places greater emphasis on Small Business Innovation Research Grants where funding continues to grow, competition is limited to other small businesses, 3DIcon can more easily be the project leader, and the cycle for awards from the date of submission can be much faster. Larger contracts will still be considered but include other partners and may require one of more partners to lead the projects if awarded. A pre-proposal titled “Glasses-Free 3D Volumetric Display for to Enhance Mission Analysis” was submitted to the Defense Intelligence Agency on November 26, 2014. A proposal titled “3D Volumetric Display of Neurological Data Provided by MRI Imaging” was submitted to the National institute of Health on December 5, 2014 and is under review. A proposal titled “Transforming Cyber Data into Human-Centered 3D Visualizations” was submitted to the Air Force on February 25, 2015. A pre-proposal titled “Glasses-Free 3D Volumetric Visualization of Critical Data to Enhance Decision Making” was submitted to the DOD Combating Terrorism Technical Support Office on March 20, 2015. These submissions, have failed to produce funding necessary to accelerate the development process, though the Company will continue to pursue federal funding on a selective basis .

~~Joint Development Agreement with Schott Defense~~Technology

As part of our federal funding strategy we intend to effectively compete by forming interdisciplinary teams with potential strategic partners (large and small), academic and commercial laboratories, and systems integrators providing integrated data visualization solutions. The first of these partnerships was reached in March 2014 when the Company signed a JDA with Schott, a federally focused subsidiary of Schott North America. Schott is a world-class multi-billion dollar company with significant experience and success in partnering with federal agencies for development projects. In addition, Schott is one of the world’s leaders in developing specialty glass for many applications, including display technology. This partnership, coupled with the expertise of Doug Freitag, should facilitate the Company’s federal funding strategy and our ability to create the unique materials required to advance the CSpace technology. In December of 2015 Schott AG closed the development office, Schott Defense, in Washington, D.C. It is unclear how this may impact the JDA going forward.

Commercialization Strategy &and Target Applications

The Company plans to commercialize the CSpace volumetric 3D technology through customer funded research and development contracts and technology licensing agreements ~~with companies like Boeing, Lockheed Martin, Siemens, and General Electric~~ for high value applications like air traffic control, design visualization, and medical imaging. The Company plans to develop products for contract engineering and with joint development customers. At this time the Company does not have any commercialized products and does not plan to develop its own products based on the CSpace technology due to the high value / low volume nature of the best-fit initial applications for this technology. These applications include but are not limited to the following:

●

Healthcare (diagnostics, surgical planning, training, telemedicine, ~~biosurveillance)~~bio surveillance);

●

Cyber ~~Security Data Visualization;~~security data visualization;

●

Military (operational planning, training, modeling and simulation, battlespace awareness, damage assessment, autonomous piloting);

●

Physical ~~Security~~security (passenger, luggage & cargo screening);

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Mining, ~~Oil~~oil & ~~Gas Exploration;~~gas exploration; or

●

Meteorological and ~~Oceanographic~~oceanographic data visualization.

~~In order to simplify internal development efforts on~~ CSpace ~~software to control the initial laboratory prototype was created and later productized as "Pixel Precision" in 2007.~~

Competition

Based on our market research and competitive analysis to date, we have concluded that the CSpace volumetric technology is unique and advantaged versus other 3D technologies in that it can deliver both 1) a true 360 degree viewing experience for multiple simultaneous users, and 2) high image quality, high reliability and large image size. Rear projection 3D displays such as those from Zecotek, Setred, and EuroLCDs (formerly LC Tech LightSpace) do not provide a ~~360 degree~~360-degree viewing experience and are typically limited to one or two users. While rotating displays (also called swept volume) such as Perspecta from Optics For Hire (formerly Actuality, now licensed), Xigen (research only), Ray Modeler from Sony (research only), Felix 3D (research only), and the USC light field display (research only) do provide a true 360 degree viewing experience, they cannot deliver a large image, high image quality and reliability because the entire display is rotating at high speed. Early proof of concept work done on infrared active phosphor displays by 3D Display Laboratories proved to not be scalable due to limited phosphor persistence and vector scanning limitations. While holographic and light field displays show promise, they do not deliver a true ~~360 degree~~360-degree viewing experience and ~~cost effective~~cost-effective multiple user systems do not appear feasible due to current and expected pixel density, data bandwidth and compute power limitations.

~~Flat Screen 3D Strategy~~

Since March of 2012, the Company has been evaluating a number of second-generation, glasses-free flat screen 3D display technologies and the companies that are developing these technologies with the possibility of an acquisition of such a company in mind. Our goal was to identify a new technology that could deliver significantly better performance (3D impact and image quality) than current large area multiple-viewer glasses-free 3D flat screen displays without compromising resolution and brightness, as do current displays. The ideal company would also have a great technical team, a broad patent portfolio, and a credible technology roadmap to ensure that these competitive advantages are sustainable into the future. As a result of the above evaluation process, the Company previously entered into a non-binding Letter of Intent to acquire Dimension Technologies, Inc. (DTI)~~www.dti3d.com~~ located in Rochester, NY. However, that Letter of Intent has since expired. Notwithstanding the expiration of the Letter of Intent, the Company’s interest in a potential acquisition of a small 3D flat screen display company remains. There can be no assurance that the Company will successfully raise adequate funds for such a transaction in the future.

Currently, we do not have any agreements in place that would allow entry into the flat screen segment of the glasses-free 3D display industry or digital signage industry and no assurances can be made that such an agreement will ever be consummated. The Company is not actively seeking such acquisitions in the glasses-free 3D flat screen display segment at this time.

History of 3D Technology Research and Development at the University of Oklahoma

Beginning in 2007 the University, under an SRA with ~~3DIcon,~~the Company, undertook the development of ~~the following three~~ high potential 3D display technologies. ~~The results~~It is anticipated that Coretec’s technology will play a key role in the continued development of ~~each project are summarized below.~~

~~I - Swept Volume Displays - We have successfully achieved the initial demonstration and proof of technology for this approach.~~

~~II - Static Volumetric Displays - This technology was ranked by the University as the best for further development.~~

~~III - Stacked Volume Displays - We also have investigated the technologies for developing innovative Stacked Volumetric Displays.~~

~~The Swept Volume Display is designed to be a 3D display system showing a volumetric~~an image generated from an electronic medium. A proof-of-concept demonstration was achieved by the researchers around September 2007. The Swept Volume Display R&D entered into the subsequent second stage of improvement and development in 2008. Additional work on this particular approach has been deferred indefinitely because of the success and initial superiority of the CSpace technology.space material for CSpace.

~~Our implementation of a Static Volume Display (CSpace®) employs one or more Digital Micro-Mirror Devices (DMDs) and infra-red lasers to produce~~ 3D images in advanced transparent nanotechnology materials, thereby enabling the creation, transmission and display of high resolution 3D images within a volume space, surrounded by glass or transparent screen. The initial investigation for the Static Volume system commenced in 2007. In September 2008, we built a laboratory prototype Static Volume Display using the CSpace technology and demonstrated the creation of true 3D images within a specified image space. New developments for eliminating the distortion occurred by the divergence of the constructed 3D image were presented at the SPIE Europe Security & Defense conference in Berlin, Germany in August 2009. Improvements for the optical systems utilized by CSpace with the latest achieved resolution were published in October 2009 in IEEE/OSA Journal of Display Technology ~~titled "Static Volumetric Three-Dimensional Display" and can be found for a moderate fee at~~ ~~http://www.opticsinfobase.org~~. On February 15, 2010, at the SPIE Medical Imaging conference, we presented the latest software developments that allow reading Digital Imaging and Communication In Medicine ("DICOM") formats whether scanned by ultrasound devices, magnetic resonance imaging ("MRI"), or computed tomography ("CT") scanners. With this new software architecture, Static Volume 3D displays based on the CSpace technology would have the capability of displaying medical images.

On April 14, 2010, at the OSA Digital Holography and Three-Dimensional Imaging conference in Miami, FL, we presented an increase in brightness of the constructed 3D images. On September 23, 2010, at the SPIE Europe Security & Defense conference in Toulouse, France, we presented new implementations to reduce flicker of the 3D Images constructed by CSpace display. In November 2010, we published a new method of rendering 3D Images using a rotational-slicing technique at the Journal of the Society for Information Display and can be found for a moderate fee at~~http://onlinelibrary.wiley.com/doi/10.1889/JSID18.11.873/abstract. In December 2010, we published the utilization of new materials for CSpace image space at the Journal of the Society for Information Display and can be found for a moderate fee athttp://onlinelibrary.wiley.com/doi/10.1889/JSID18.12.1065/abstract~~. In April 2011, New Developments That Allow CSpace To Perfectly Fit Applications Such As Air Traffic Control was published in the IEEE/OSA Journal of Display Technology and can be found for a moderate fee at~~http://www.opticsinfobase.org/jdt/abstract.cfm?uri=jdt-7-4-186~~. On April 25, 2011, we presented a new paper called “Multi-layer overlay display,” at the SPIE Defense & Security Conference in Orlando, FL. On May 17, 2013, we presented a new paper called ”CSpace High-Resolution Volumetric 3D Display,” at the SPIE Defense & Security in Baltimore, Maryland. On September 26, 2014 we were interviewed for an article on medical imaging by Medical Device Daily and can be found at~~http://www.medicaldevicedaily.com/servlet/com.accumedia.web.Dispatcher?next=mdd_currentIssue&issueId=23719&prodID=4&month=09&year=2014~~. On December 18, 2014, we co-authored a new publication called “Scalable Upconversion Medium for Static Volumetric Display” in the Journal of Display Technology and can be found for a moderate fee at~~http://ieeexplore.ieee.org/xpl/articleDetails.jsp?reload=true&arnumber=6987226. On March 1, 2015 we published an overview on the applications for 3D Volumetric Displays in NASA Tech Briefs and can be found athttp://www.techbriefs.com/component/content/article/27-ntb/features/application-briefs/21710. On February 27, 2015 we were interviewed for a Q/A article on 3D imaging by Medical Design Technology that can be found athttp://www.mdtmag.com/blogs/2015/02/true-3d-imagesglasses-free~~. On March 24, 2015 we made a presentation called “Glasses-Free 3D Volumetric Display for Enhanced Decision Making” at the 2015 National Defense Industry Association Science & Engineering Technology Division Conference.

Regarding our continued efforts to improve the performance of the CSpace technology, we completed our second-generation prototype (Lab Proto 2) in October 2012. Our goals for Lab Proto 2 were to first improve image brightness, and then to improve resolution (increase the number of voxels or 3D pixels), and lastly to increase the size of the image. The image generated by Lab Proto 2 is approximately 250 times (250x) brighter than our first generation prototype and can now be viewed in normal room lighting. As a result of the increased brightness, resolution has also been improved. The estimated resolution of the second-generation prototype is approximately five times (5x) greater than the first generation prototype. The image size of Lab Proto 2 is approximately 8 times (8x) larger than our first generation prototype. We continue to develop a third-generation prototype (Lab Proto 3) with a larger image space, which we believe will enable the Company to credibly engage with potential customers and secure customer funded development contracts to develop even larger and higher resolution product prototypes, eventually leading to a trade show prototype that will be portable and package for display at trade shows or on-site customer demonstrations.

~~University of Oklahoma~~ - ~~Sponsored Research Agreement History~~

On December 1, 2010, the Company entered into an agreement (the "Agreement") with the University pursuant to which the University agreed to convert all sums due to it from the Company in connection with its SRA with the Company, which as of December 1, 2010 amounted to approximately $485,000, into an aggregate of 1,685,714 shares of the Company's common stock (the "Shares"). As a result of the debt conversion, the University became the holder of approximately 8% of the outstanding common stock of the Company. Pursuant to the Agreement, the Shares were subject to a put option allowing the University to require the Company to purchase certain of the Shares upon the occurrence of certain events. In addition, the Shares were subject to a call option allowing the Company to require the University to sell to the Company the Shares then held by the University in accordance with the terms of the Agreement. The put options and the call options expired on November 30, 2014 and the Shares are no longer subject to such options.

The Agreement also amended the existing agreements between the Company and the University such that all intellectual property, including all inventions and or discoveries, patentable or un-patentable, developed before July 28, 2008 by the University under the SRA is owned by the University. All intellectual property, including all inventions and/or discoveries, patentable or un-patentable, developed jointly by the Company and the University at any time is jointly owned by the Company and the University. Finally, all intellectual property developed by the Company after July 28, 2008, including all inventions and or discoveries, patentable or un-patentable, is owned by the Company.

Intellectual Property History, Status &and Rights

~~On May 26, 2009, the United States Patent and Trademark Office (“USPTO”)~~The USPTO approved the pending patent called "Volumetric Liquid Crystal Display" for rendering a three-dimensional image and converted it to US patent No. 7,537,345. On July 16, 2013, USPTO approved the pending patent called “Computer System with Digital Micromirror Device,” and issued US patent No. 8,487,865.

CSpace Patents are as follow: On December 28, 2010, USPTO approved the pending patent called “Light Surface Display for Rendering a Three-Dimensional Image,” and issued the ~~United States~~US Patent No. 7,858,913. On August 21, 2012, the USPTO approved a continuation patent called “3D Volumetric Display” and issued the US Patent No. 8,247,755. On December 13, 2011, USPTO approved a continuation patent called “3D Light Surface Display,” and issued the US Patent No. 8,075,139. ~~On July 31, 2013, 3DIcon filed provisional patent called “Ultra High-Resolution Volumetric Three-Dimensional Display,” (US patent application serial No. 61859145).~~

Through aan SRA with the University, we have obtained the exclusive worldwide marketing rights to certain 3D display technologies under development by the University. The development to date has resulted in the University filing eight provisional patents; five of the eight provisional patents have been combined and converted to five utility US patents, one ~~pending European~~Japanese patent, and one pending ~~Japanese~~European patent.

In addition, the Company owns exclusively two U.S. patents as noted below.

Key Patents Exclusively Licensed to ~~3DIcon~~the Company from ~~OU:~~the University of Oklahoma:

United States Patents Granted

●

“3D Volumetric Display” - 8,247,755, August 21, 2012

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“3DLight Surface Display” - 8,075,139, December 13, 2011

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“Light Surface Display for Rendering a Three-Dimensional Image” - 7,858,913, December 28, 2010

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“Volumetric Liquid Crystal Display”- 7,537,345, May 26, 2009

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“Computer System with Digital Micromirror Device” -– 8,487,865, July 16, ~~2013~~2014

International Patents ~~Granted~~Granted-Japan

●

~~Granted - Japan~~

“Light Surface Display for Rendering a Three-Dimensional Image” - Japanese Patent Number 5,594,718, August 15, 2014

International Patents ~~Pending~~Pending-Europe

●

~~Pending~~

“Light Surface Display for Rendering a Three-Dimensional Image” - European Application Number EP07755984, ~~Filed~~filed April 25, 2007

~~“Ultra High Resolution Three-Dimensional Display” - July 26, 2013~~

~~“Holoform Projection Display” - March 12, 2013~~

Key Patents Exclusively Owned by the Company:

●

“Ultra High-Resolution Volumetric Three-Dimensional Display” - 9,423,682, August 23, 2016

●

“Hloform 3D Projection Display” - 2014/02680162A1, September 18, 2014

Employees

We ~~had three employees as of March 30, 2016: Mr. Victor Keen,~~have built out a full business team including Michael Kraft, Chief Executive Officer, ~~Mr. Ronald Robinson,~~Ramez Elgammal, PhD, Vice-President of Technology, Matthew Hoffman, Chief Financial Officer, Michelle Tokarz, Business Development Consultant, Lindsay McCarthy, Ann Arbor Office Manager, Allison Gabrys, Chief Marketing Officer Consultant and ~~Ms. Judith Keating, Company Secretary and Director of Investor Relations.~~additional part time supporting staff. None of our employees are covered by a collective bargaining agreement. We consider relations with our employees to be good.

ITEM 1A. RISK FACTORS

Risks Relating to Our ~~Business~~Businesses

We have a limited operating history, as well as a history of operating losses.

We have a limited operating history. We cannot assure you that we can achieve revenue or sustain revenue growth or profitability in the future. We have a cumulative net loss of ~~$22,158,990~~$7,339,175 for the period from inception ~~(January 1, 2001)~~(June 2, 2015) to December 31, ~~2015.~~2020. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. Unanticipated problems, expenses, and delays are frequently encountered in establishing a new business and marketing and developing products. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, marketing and governmental regulation. Our failure to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail our operations. Revenues and profits, if any, will depend upon various factors. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on our business.

We may be unable to successfully integrate and develop the vertical synergies anticipated by or complete all obligations under the Share Exchange Agreement.

We may not realize all of the anticipated benefits from the Share Exchange Agreement, such as increased earnings, cost savings and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher than expected acquisition and operating costs, unknown liabilities, inaccurate reserve estimates and fluctuations in markets. If these benefits do not meet the expectations of financial or industry analysts, the market price of our shares may decline.

Our research and development efforts with respect to new technologies may not result in customer or market acceptance. Some or all of those technologies may not successfully make the transition from the research and development stage to cost-effective production as a result of technology problems, competitive cost issues, yield problems, and other factors. Even if we successfully complete a research and development effort with respect to a particular technology, our customers may decide not to introduce or may terminate products utilizing the technology for a variety of reasons, including difficulties with other suppliers of components for the products, superior technologies developed by our competitors and unfavorable comparisons of our solutions with these technologies, price considerations and lack of anticipated or actual market demand for the products.

Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies more effectively or more quickly than we can. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our net revenue and operating results.

Fluctuations in direct or indirect raw material costs could have an adverse impact on our business.

The availability and prices of raw material inputs may be influenced by supply and demand, changes in world politics, unstable governments in exporting nations, the COVID-19 pandemic and inflation. The prices of our direct and indirect raw materials have been, and we expect them to continue to be, volatile. If the cost of direct or indirect raw materials increases significantly and we are unable to offset the increased costs with higher selling prices, our profitability will decline. Additionally, we may not be able to obtain lower prices from our suppliers should our sale prices decrease. Increases in prices for our products could also hurt our ability to remain both competitive and profitable in the markets in which we compete.

Future raw material prices may be impacted by new laws or regulations, suppliers’ allocations to other purchasers, changes in our supplier manufacturing processes as some of our products are byproducts of these processes, interruptions in production by suppliers, natural disasters, volatility in the price of crude oil and related petrochemical products and changes in exchange rates.

We operate in industries that are subject to significant fluctuation in supply and demand and ultimately pricing that affects our revenue and profitability.

Many of the markets we intend to serve, such as the LED lighting industry and the Electric Vehicle battery market, are in the relatively early stages of adoption and are characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and fluctuations in product supply and demand. These types of LED industries have experienced significant fluctuations, often in connection with, or in anticipation of, product cycles and changes in general economic conditions. As the markets for our products mature, additional fluctuations may result from variability and consolidations within the industry’s customer base. These fluctuations have been characterized by lower product demand, production overcapacity, higher inventory levels and increased pricing pressure. These fluctuations have also been characterized by higher demand for key components and equipment expected to be used in, or in the manufacture of, our products resulting in longer lead times, supply delays and production disruptions.

We operate in a highly competitive industry.

The silane chemical markets are global, capital intensive and highly competitive. Our competitors may have greater financial resources, as well as other strategic advantages, to maintain, improve and possibly expand their facilities, and as a result, they may be better positioned to adapt to changes in the industry or the global economy. The advantages that our competitors have over us could have a material adverse effect on our business. In addition, new entrants may increase competition in our industry, which could have a material adverse effect on our business. An increase in the use of substitutes for certain of our products also could have a material adverse effect on our financial condition and operations.

Environmental, health and safety regulation—Compliance with extensive environmental, health and safety laws could require material expenditures or changes in our operations.

Our operations are subject to extensive environmental, health and safety laws and regulations at national, international and local levels in numerous jurisdictions. In addition, our production facilities require operating permits that are subject to renewal and, in some circumstances, revocation. The nature of the chemicals industry exposes us to risks of liability under these laws and regulations due to the production, storage, transportation, disposal and sale of chemicals and materials that can cause contamination or personal injury if released into the environment.

A reduction or disruption in our supplies, or an incorrect forecast, could negatively impact our business.

Our production capacity could be affected by manufacturing problems. Difficulties in the production process could reduce yields or interrupt production, and, as a result of such problems, we may not be able to deliver products on time or in a cost-effective, competitive manner. As the complexity of both our products and our fabrication processes has become more advanced, manufacturing tolerances have been reduced and requirements for precision have become more demanding. In the past, we have experienced delays in delivery and product quality. Our failure to adequately manage our capacity or maintain product quality could have a negative impact on net sales and harm our customer relationships.

Furthermore, we may suffer disruptions in our manufacturing operations, either due to production difficulties such as those described above or as a result of external factors beyond our control. We manufacture combustible materials in our manufacturing process and are therefore subject to the risk of explosions and fires, which can cause major disruptions to our operations. If operations at a manufacturing facility are interrupted, we may not be able to shift production to other facilities on a timely basis or at all. In addition, certain of our products are only capable of being produced at a single manufacturing facility due to unique manufacturing requirements and to the extent that any of these facilities fail to produce these products, this risk will be increased. Even if a transfer is possible, transitioning production of a particular material can take between three to six months to accomplish, and in the interim period we would likely suffer extensive or total supply disruption and incur substantial costs. Such an event could have a material negative impact on our business, financial condition and results of operations.

Our ability to meet customer demands also depends on our ability to obtain timely and adequate delivery of materials, parts and components from our suppliers. From time to time, suppliers may extend lead times, limit the amounts supplied to us or increase prices due to capacity constraints or other factors. Supply disruptions may also occur due to shortages in critical resources, such as lithium aluminum hydride, other specialized chemicals or energy or other general supplier disruptions. A reduction or interruption in supplies or a significant increase in the price of one or more supplies could have a material negative impact on our business, financial condition and results of operations.

If we do not keep pace with technological innovations, our future products may not remain competitive and our operating results may suffer.

We operate in rapidly changing highly competitive markets. Technological advances, the introduction of new products and new design techniques could adversely affect our business unless we are able to adapt to changing conditions. Technological advances could render our solutions less competitive or obsolete, and we may not be able to respond effectively to the technological requirements of evolving markets. Therefore, we will be required to expend substantial funds for and commit significant resources to enhancing and developing new technology which may include purchasing advanced design tools and test equipment, hiring additional highly qualified engineering and other technical personnel, and continuing and expanding research and development activities on existing and potential human interface solutions.

We may not be able to achieve the target specifications for the second and third generation CSpace laboratory prototypes.

The process of developing new highly technical products and solutions is inherently complex and uncertain. It requires accurate anticipation of ~~customer's~~customers’ changing needs and emerging technological trends. We must make long-term investments and commit significant resources before knowing whether these investments will eventually result in products that achieve customer acceptance and generate the revenues required to provide desired returns. If we fail to achieve and meet our target specifications in the development of the second and third generation CSpace laboratory prototypes, we could lose market position and customers to our competitors and that could have a material adverse effect on our results of operations and financial condition.

We may not be able to secure ~~the customer~~ funding necessary to develop ~~the~~our CSpace ~~Trade Show Prototype.~~technology

An important part of our business strategy ~~moving forward~~related to CSpace is the development of our Lab Proto 3. While we believe this prototype will enable us to secure customer funded development contracts whereby our customer would provide part or all of the funding necessary to develop products for or with the customer and to secure technology licensing agreements, there can be no assurances that this will occur.a new polymer medium. If we are unable to secure research and development funding or customer funded development contracts to support polymer advancement, we will likely not be able to develop our CSpace ~~Trade Show Prototype.~~technology. Without ~~the~~a new polymer medium for CSpace ~~Trade Show Prototype~~ we will not be able to successfully implement our business strategy for our volumetric 3D Display products, which could cause harm to our competitive position and financial ~~condition.~~condition.

We may not be able to successfully license the ~~CSpace~~Coretec technology to customers.

A significant portion of our expected future revenues will be generated through licensing our ~~CSpace~~ technology to third parties such as Boeing, Lockheed Martin, Siemens, and General Electric. However, there is no guarantee we will be able to successfully license our ~~CSpace~~ technology to such companies or to other third parties. If we fail to successfully license our ~~CSpace~~ technology, it could negatively impact our revenue stream and financial condition.

We may not be able to compete ~~successfully.~~successfully in the markets applicable to our volumetric 3D display and silicon products technology.

Although the volumetric 3D display and silicon products technology that we are attempting to develop is new, and although at present we are aware of only a limited number of companies that have publicly disclosed their attempts to develop similar technology, we anticipate a number of companies are or will attempt to develop technologies/products that compete or will compete with our technologies. Further, even if we are the first to market with a technology of this type, and even if the technology is protected by patents or otherwise, because of the vast market and communications potential of such a product, we anticipate the market will be flooded by a variety of competitors (including traditional display companies and silicon companies), many of which will offer a range of products in areas other than those in which we compete, which may make such competitors more attractive to prospective customers. In addition, many if not all of our competitors and potential competitors will initially be larger and have greater financial resources than we do. Some of the companies with which we may now be in competition, or with which we may compete in the future, have or may have more extensive research, marketing and manufacturing capabilities and significantly greater technical and personnel resources than we do, and may be better positioned to continue to improve their technology in order to compete in an evolving industry. Further, technology in this industry may evolve rapidly once an initially successful product is introduced, making timely product innovations and use of new technologies essential to our success in the marketplace. The introduction by our competitors of products with improved technologies or features may render any product we initially market obsolete and unmarketable. If we or our partners are not able to deliver to market products that respond to industry changes in a timely manner, or if our products do not perform well, our business and financial condition will be adversely affected.

The technologies being developed may not gain market acceptance.

The products that we are currently developing utilize new technologies. As with any new technologies, in order for us to be successful, these technologies must gain market acceptance. Since the technologies that we anticipate introducing to the marketplace will exploit or encroach upon markets that presently utilize or are serviced by products from competing technologies, meaningful commercial markets may not develop for our technologies.

In addition, the development efforts of ~~3DIcon~~the Company and the University on the 3D technology are subject to unanticipated delays, expenses or technical or other problems, as well as the possible insufficiency of funding to complete development. Our success will depend upon the ultimate products and technologies meeting acceptable cost and performance criteria, and upon their timely introduction into the marketplace. The proposed products and technologies may never be successfully developed, and even if developed, they may not satisfactorily perform the functions for which they are designed. Additionally, these may not meet applicable price or performance objectives. Unanticipated technical or other problems may occur which would result in increased costs or material delays in their development or commercialization.

If we are unable to successfully retain existing management and recruit qualified personnel having experience in our business, we may not be able to continue our operations.

Our success depends to a significant extent upon the continued services of our Board of Directors, management officers and ~~our Chief Technology Officer .~~other technical advisors. Our success also depends on our ability to attract and retain ~~other~~ key executive ~~officers.~~officers and team members. At this time, we have a full business team covering all functional areas. If we are unable to successfully retain existing management and recruit qualified personnel having experience in our business, we may not be able to continue our operations.

~~Our auditors~~In the past, we have ~~expressed~~identified conditions and events that raise substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern.

We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern for a year following the balance sheet date of these consolidated financial statements. With the completion of the private placement in March 2021, we believe that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements more than one year from the date of this report. Consequently, the substantial doubt about the Company's ability to continue as a going concern has been alleviated. However, we have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. In the future, if we are unable to obtain sufficient funding to support our operations, we could be forced to delay, reduce or eliminate all of our research and development programs, product portfolio expansion or commercialization efforts, and our financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. In the future, reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern. If we ~~do not continue as a going concern, investors will lose their entire investment.~~

~~In their report dated March [*], 2016,~~seek additional financing to fund our ~~auditors have expressed~~business activities in the future and there remains substantial doubt about our ability to continue as a going ~~concern. These concerns arise from~~concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. See Part II, Item 5, Recent Sales of Unregistered Securities for a description of the fact that we are a development stage organization with insufficient revenues to fund development and operating expenses. If we are unable to continue as a going concern, you could lose your entire investment in us.private placement.

We will need significant additional capital, which we may be unable to obtain.

Our capital requirements in connection with our development activities and transition to commercial operations have been and will continue to be significant. ~~We will~~As of March 12, 2021 we do not expect to require ~~between $1.2 and $1.5 million~~ additional ~~funds~~funding through December ~~2016~~2021 to continue research, development and testing of our technologies, to obtain intellectual property protection relating to our technologies when appropriate, and to improve and market our technologies. ~~There~~However, there can be no assurances that we will not need additional funding in the future or that our current cash position will be sufficient to fund any future plans to accelerate our commercialization efforts. In the event additional funding is necessary, there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

Risks Related to Our Intellectual Property

If we fail to establish, maintain and enforce intellectual property rights with respect to our technology and/or licensed technology, our financial condition, results of operations and business could be negatively impacted.

Our ability to establish, maintain and enforce intellectual property rights with respect to our technology and the University’s ability to establish, maintain and enforce intellectual property rights with respect to our exclusively licensed technology, once successfully developed into 3D display technology that we intend to market, will be a significant factor in determining our future financial and operating performance. We seek to protect our intellectual property rights by relying on a combination of patent, trade secret and copyright laws. We also use confidentiality and other provisions in our agreements that restrict access to and disclosure of its confidential know-how and trade secrets.

Outside ~~of our~~the patents and pending patent applications directly granted to us, we seek to protect our technology as trade secrets and technical know-how. However, trade secrets and technical know-how are difficult to maintain and do not provide the same legal protections provided by patents. In particular, only patents will allow us to prohibit others from using independently developed technologies that are similar. If competitors develop knowledge substantially equivalent or superior to our trade secrets and technical know-how or gain access to our knowledge through other means such as observation of our technology that embodies trade secrets at customer sites that we do not control, the value of our trade secrets and technical know-how would be diminished.

While we strive to maintain systems and procedures to protect the confidentiality and security of our trade secrets and technical know-how, these systems and procedures may fail to provide an adequate degree of protection. For example, although we generally enter into agreements with our employees, consultants, advisors, and strategic partners restricting the disclosure and use of trade secrets, technical know-how and confidential information, we cannot provide any assurance that these agreements will be sufficient to prevent unauthorized use or disclosure. In addition, some of the technology deployed at customer sites in the future, which we do not control, may be readily observable by third parties who are not under contractual obligations of non-disclosure, which may limit or compromise our ability to continue to protect such technology as a trade secret.

While we are not currently aware of any infringement or other violation of our intellectual property rights, monitoring and policing unauthorized use and disclosure of intellectual property is difficult. If we learned that a third party was in fact infringing or otherwise violating our intellectual property, we may need to enforce our intellectual property rights through litigation. Litigation relating to our intellectual property may not prove successful and might result in substantial costs and diversion of resources and management attention.

If our technology is licensed to customers at some point in the future, the strength of the intellectual property under which we would grant licenses can be a critical determinant of the value of such potential licenses. If we are unable to secure, protect and enforce our intellectual property now and in the future, it may become more difficult for us to attract such customers. Any such development could have a material adverse effect on our business, prospects, financial condition and results of operations.

We may face claims that we are violating the intellectual property rights of others.

Although we are not aware of any potential violations of others’ intellectual property rights, we may face claims, including from direct competitors, other companies, scientists or research universities, asserting that our technology or the commercial use of such technology infringes or otherwise violates the intellectual property rights of others. We cannot be certain that our technologies and processes do not violate the intellectual property rights of others. If we are successful in developing technologies that allow us to earn revenues and our market profile grows, we could become increasingly subject to such claims.

We may also face infringement claims from the employees, consultants, agents and outside organizations we have engaged to develop our technology. While we have sought to protect ourselves against such claims through contractual means, we cannot provide any assurance that such contractual provisions are adequate, and any of these parties might claim full or partial ownership of the intellectual property in the technology that they were engaged to develop.

If we were found to be infringing or otherwise violating the intellectual property rights of others, we could face significant costs to implement work-around methods, and we cannot provide any assurance that any such work-around would be available or technically equivalent to our potential technology. In such cases, we might need to license a third party’s intellectual property, although any required license might not be available on acceptable terms, or at all. If we are unable to work around such infringement or obtain a license on acceptable terms, we might face substantial monetary judgments against us or an injunction against continuing to use or license such technology, which might cause us to cease ~~operations.~~operations

In addition, even if we are not infringing or otherwise violating the intellectual property rights of others, we could nonetheless incur substantial costs in defending ourselves in suits brought against us for alleged infringement. Also, if we are to enter into a license agreement in the future and it provides that we will defend and indemnify our customer licensees for claims against them relating to any alleged infringement of the intellectual property rights of third parties in connection with such customer licensees’ use of such technologies, we may incur substantial costs defending and indemnifying any customer licensees to the extent they are subject to these types of claims. Such suits, even if without merit, would likely require our management team to dedicate substantial time to addressing the issues presented. Any party bringing claims might have greater resources than we do, which could potentially lead to us settling claims against which we might otherwise prevail on the merits.

Any claims brought against us or any customer licensees alleging that we have violated the intellectual property of others could have negative consequences for our financial condition, results of operations and business, each of which could be materially adversely affected as a result.

At this time, we do not own ~~any~~all of the intellectual property in Volumetric Liquid Crystal Display or Light Surface Display for Rendering Three-Dimensional Images, and, apart from the SRA with the University and the exclusive worldwide marketing rights thereto, we have no contracts or agreements pending to acquire the intellectual property. Also, at this time, we do not own all of the intellectual property. in silicon precursor uses or poly-silanes and apart from the provisional patents we have filed, which have claims which may or may not be granted, we have no contracts or agreements pending to acquire additional intellectual property in this arena.

Although we have obtained exclusive worldwide marketing rights to “Volumetric Liquid Crystal Display” and “Light Surface Display for Rendering Three-Dimensional Images”, two technologies vital to our business and growth strategy, we do not own ~~any~~all of the intellectual property in these technologies. Although our exclusive worldwide marketing rights to these technologies stand alone and are independent of the SRA, outside of our SRA with the University, we have no pending agreements to obtain or purchase ownership over ~~such~~all intellectual ~~property.~~property in these technologies. Should the University lose their rights in such technologies or we are otherwise unable to utilize the rights obtained in such agreements it would be difficult to successfully implement our business strategy going forward and our stock value would likely decrease. In addition, we have filed two provisional patents in the cyclohexasilane (CHS) space, and although we anticipate filing additional provisional patents as we develop applications using CHS, these patents have claims within that may or may not be granted and any such change to these patent applications would make it difficult to successfully implement our business strategy going forward and our stock value would likely decrease.

We do not currently own any patents related to our silicon-based business.

We do not currently own any patents related to our silicon-based businesses; however, The Coretec Group has filed two provisional patents in the silicon-based business.

Risks Relating to Our Current Financing Arrangements:

~~We have a limited number of unreserved shares available for future issuance, which may impair our ability to conduct future financing and other transactions.~~

Our amended and restated certificate of incorporation currently authorizes us to issue up to 1,500,000,000 shares of common stock and 2,500,000 shares of preferred stock. As of March 24, 2016, we had a total of 115,600,999 shares of common stock that were authorized but unissued, and we have currently reserved a significant number of these shares for future issuance pursuant to outstanding equity awards, our equity plans, warrants and convertible notes. As a result, our ability to issue shares of common stock other than pursuant to existing arrangements will be limited until such time, if ever, that we are able to amend our amended and restated certificate of incorporation to further increase our authorized shares of common stock or shares currently reserved for issuance otherwise become available (for example, due to the termination of the underlying agreement to issue the shares).

If we are unable to enter into new arrangements to issue shares of our common stock or securities convertible or exercisable into shares of our common stock, our ability to complete equity-based financings or other transactions that involve the potential issuance of our common stock or securities convertible or exercisable into our common stock, will be limited. In lieu of issuing common stock or securities convertible into our common stock in any future equity financing transactions, we may need to issue some or all of our authorized but unissued shares of preferred stock, which would likely have superior rights, preferences and privileges to those of our common stock, or we may need to issue debt that is not convertible into shares of our common stock, which may require us to grant security interests in our assets and property and/or impose covenants upon us that restrict our business. If we are unable to issue additional shares of common stock or securities convertible or exercisable into our common stock, our ability to enter into strategic transactions such as acquisitions of companies or technologies, may also be limited. If we propose to amend our amended and restated certificate of incorporation to increase our authorized shares of common stock, such a proposal would require the approval by the holders of a majority of our outstanding shares of common stock, and we cannot assure you that such a proposal would be adopted. If we are unable to complete financing, strategic or other transactions due to our inability to issue additional shares of common stock or securities convertible or exercisable into our common stock, our financial condition and business prospects may be materially harmed.

There are a large number of shares underlying our convertible ~~debentures,~~debt and warrants that~~that~~ may be available for future sale and the sale of these shares may depress the market price of our common stock.

As of March ~~30, 2016,~~12, 2021, we had ~~1,384,399,001~~239,267,102 shares of common stock issued and outstanding and convertible ~~debentures~~debt outstanding that may be converted into an estimated ~~30,038,541,681shares of common stock at current market prices, although the Company currently would not have enough authorized shares to issue such estimated conversion shares. The number of~~49,240,122 shares of common stock ~~issuable upon conversion of the~~and outstanding ~~convertible debentures may increase if the market price of our stock declines. We also have outstanding~~pre-funded warrants ~~issued to Golden State Equity Investors, Inc. f/k/a Golden Gate Investors ("Golden State")~~ to purchase ~~18,395~~51,500,000 shares of common stock at an exercise price of ~~$381.50. Additionally, there are 19,250,000~~$0.0001. We also have outstanding warrants issued to purchase 2,604,000 shares of common ~~shares~~stock at an exercise price of ~~$0.0055, which~~$0.052, outstanding warrants ~~were~~ issued to ~~investors that also purchased 385,000 shares of Series A Convertible Preferred Stock, which remaining shares are convertible into an aggregate of 34,500,000~~purchase 82,500,000 shares of common ~~stock.~~stock at an exercise price of $0.08, and outstanding warrants issued to purchase 6,000,000 shares of common stock at an exercise price of $0.010. The sale of the shares underlying the convertible ~~debentures, the Series A Convertible Preferred Stock~~debt and warrants may adversely affect the market price of our common stock.

~~Our obligation to issue shares upon conversion of our convertible debentures is essentially limitless. Additionally, as~~As of March ~~30, 2016,~~12, 2021, we have ~~only 115,600,999~~1,260,732,898 unissued authorized shares available.

~~The conversion price of our convertible debentures~~~~is continuously adjustable, which could require us to issue a substantially greater number of shares, which will cause dilution to our existing stockholders.~~

The following is an example of the amount of shares of our common stock that are issuable, upon conversion of our 4.75% $100,000 convertible debenture (excluding accrued interest) issued to Golden State on November 3, 2006, based on the remaining principal balance of $65,095 and market prices 25%, 50% and 75% below the market price as of March 30, 2016 of $0.002.

Effective Number % of
% Below Price Per Conversion of Shares Outstanding
Market Share Price Issuable(1) Stock
25 % $ 0.0002 $ 0.0002 39,779,412,942 11,247 %
50 % $ 0.0002 $ 0.0001 59,669,444,887 16,871 %
75 % $ 0.0001 $ 0.0001 119,339,540,720 33,742 %

~~(1) Shares issuable exclude 18,395 shares underlying the remaining warrants exercisable at $381.50 per share.~~

As illustrated, the number of shares of common stock issuable upon conversion of our convertible debentures will increase if the market price of our stock declines, which will cause dilution to our existing stockholders.

The continuously adjustable conversion price feature of our convertible debentures may encourage investors to make short sales in our common stock, which could have a depressive effect on the price of our common stock.

So long as the market price of our stock is below $4.00, the issuance of shares in connection with the conversion of the $100,000 convertible debenture results in the issuance of shares at an effective 20% discount to the trading price of the common stock prior to the conversion. The significant downward pressure on the price of the common stock as the selling stockholders convert and sell material amounts of common stock could encourage short sales by investors. This could place further downward pressure on the price of the common stock. The selling stockholders could sell common stock into the market in anticipation of covering the short sale by converting their securities, which could cause the further downward pressure on the stock price. In addition, not only the sale of shares issued upon conversion or exercise of debentures and warrants, but also the mere perception that these sales could occur, may adversely affect the market price of the common stock.

The issuance of shares upon conversion of outstanding Series A Stock, the convertible ~~debentures and~~debt or the exercise of outstanding warrants may cause immediate and substantial dilution to our existing stockholders.

The issuance of shares upon conversion of our outstanding Series A Convertible Preferred Stock, convertible ~~debentures~~debt and exercise of warrants ~~may~~would result in substantial dilution to the interests of other stockholders since the selling stockholders may ultimately convert and sell the full amount issuable on conversion. Although Golden State may not convert its convertible debenture and/or exercise their warrants if such conversion or exercise would cause it to own more than 9.9% of our outstanding common stock, this restriction does not prevent the selling stockholders from converting and selling some of their holdings and then converting the rest of their holdings. In this way, assuming the market price remains at a level acceptable to the selling stockholders, the selling stockholders could continue on a "conversion-sell-conversion" trend while never holding more than 9.9% of our common stock. Further, under the convertible debenture there is theoretically no upper limit on the number of shares that may be issued, which will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

If we are unable to issue shares of common stock upon conversion of the convertible debenture as a result of our inability to increase our authorized shares of common stock or as a result of any other reason, we are required to pay penalties to Golden State, redeem the convertible debenture at 130% and/or compensate Golden State for any buy-in that it is required to make.

·	Pay late payments to Golden State for late issuance of common stock upon conversion of the convertible debenture, in the amount of $100 per business day after the delivery date for each $10,000 of convertible debenture principal amount being converted or redeemed;

In the event we are prohibited from issuing common stock, or fail to timely deliver common stock on a delivery date, or upon the occurrence of an event of default, then at the election of Golden State, we must pay to Golden State a sum of money determined by multiplying up to the outstanding principal amount of the convertible debenture designated by Golden State by 130%, together with accrued but unpaid interest thereon; and

If ten days after the date we are required to deliver common stock to Golden State pursuant to a conversion, Golden State purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Golden State of the common stock which it anticipated receiving upon such conversion (a "Buy-In"), then we are required to pay in cash to Golden State the amount by which its total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds the aggregate principal and/or interest amount of the convertible debenture for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full.

~~In the event that we are required to pay penalties to Golden State or redeem the convertible debentures held by Golden State, we may be required to curtail or cease our operations.~~

Risks Relating to Our Common Stock:

The price of our common stock is volatile and fluctuations in our operating results and announcements and developments concerning our business affect our stock price, which may cause investment losses for our stockholders.

The market for our common stock is highly volatile and the trading price of our stock on the ~~OTC Pink~~OTCQB Marketplace is subject to wide fluctuations in response to, among other things, operating results, the number of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders. In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management’s attention and resources.

Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

●

That a broker or dealer approve a person's account for transactions in penny stocks; and

●

The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

●

Obtain financial information and investment experience objectives of the person; and

●

Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

●

Sets forth the basis on which the broker or dealer made the suitability determination; and

●

That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Financial Industry Regulatory Authority, Inc. ~~(“FINRA”~~(“FINRA”) sales practice requirements may limit a ~~shareholder’s~~shareholder’s ability to buy and sell our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative ~~low priced~~low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative ~~low priced~~low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our stock is thinly traded, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares.

The shares of our common stock are ~~thinly-traded~~thinly traded on the ~~OTC Pink~~OTCQB Marketplace, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

We could issue additional common stock, which might dilute the book value of our common stock.

Our Board of Directors has authority, without action or vote of our shareholders, to issue all or a part of our authorized but unissued shares. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our shareholders vote and might dilute the book value of our common stock. You may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants to purchase shares of our common stock.

Our common stock could be further diluted as ~~the~~a result of the issuance of convertible securities, warrants or options.

In the past, we have issued convertible securities (such as convertible debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of these convertible securities, options and warrants could affect the rights of our stockholders, could reduce the market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

We do not intend to pay dividends.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~N/A~~Not applicable.

ITEM 2. PROPERTIES

Our executive offices are located at ~~6804 South Canton Avenue,~~333 Jackson Plaza, Suite ~~150,~~1200, Ann Arbor, Michigan 48103. On June 30, 2020, the Company moved headquarters from Tulsa, Oklahoma ~~74136.~~to Ann Arbor, Michigan at which time the Company terminated the lease agreement in Tulsa. The Company continued to occupy the office space in Ann Arbor under the lease agreement that was executed on December 3, 2019. The Company signed a one-year lease in Ann Arbor, Michigan commencing January 1, 2020 with an ~~Office Lease Agreement (the “Lease Agreement”) on April 24, 2008. On July 2, 2015~~annual rent obligation of $15,120 ($1,260 per month). Rent expense for the ~~Lease Agreement~~office operating leases was ~~amended (amendment 3) to extend~~$25,592 and $23,760 and for the ~~expiration date to July~~years ended December 31, ~~2018.~~2020 and 2019, respectively. The Company has renewed the Ann Arbor lease for 2021 under the same terms.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates isare involved in a proceeding adverse to our business or ~~has~~have a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES

~~N/A~~Not applicable.

PART II

~~PART II~~

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the ~~OTC Pink marketplace~~OTCQB market under the symbol ~~“TDCP”~~“CRTG”. The Company upgraded the marketplace to OTCQB on October 29, 2020.

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. ~~Where applicable, the prices set forth below give retroactive effect to our one-for-thirty-five reverse stock split which became effective on April 27, 2012.~~

~~2016~~2021 Fiscal Year

		High				Low
First Quarter ended March 31, 2021*		$	0.51			$	0.07

	~~High~~		~~Low~~
First Quarter ended March 31, 2016*	$	~~0.[*]~~	$	~~0.[*]~~
* through March [*], 2016

2020 Fiscal Year

	High		Low
First Quarter ended March 31, 2020	$	0.30	$	0.05
Second Quarter ended June 30, 2020	$	0.13	$	0.04
Third Quarter ended September 30, 2020	$	0.19	$	0.06
Fourth Quarter ended December 31, 2020	$	0.10	$	0.05

~~2015~~

2019 Fiscal Year

High Low
First Quarter ended March 31, 2015 $ 0.0036 $ 0.0012
Second Quarter ended June 30, 2015 $ 0.0022 $ 0.0007
Third Quarter ended September 30, 2015 $ 0.0019 $ 0.0003
Fourth Quarter ended December 31, 2015 $ 0.0005 $ 0.0001

	High		Low
First Quarter ended March 31, 2019	$	0.09	$	0.03
Second Quarter ended June 30, 2019	$	0.09	$	0.03
Third Quarter ended September 30, 2019	$	0.17	$	0.03
Fourth Quarter ended December 31, 2019	$	0.30	$	0.02

~~2014 Fiscal Year~~* Through March 11, 2021

High Low
First Quarter ended March 31, 2014 $ 0.039 $ 0.0031
Second Quarter ended June 30, 2014 $ 0.019 $ 0.0063
Third Quarter ended September 30, 2014 $ 0.012 $ 0.0031
Fourth Quarter ended December 31, 2014 $ 0.005 $ 0.0020

The market price of our common stock, like that of other technology companies, is highly volatile and is subject to fluctuations in response to variations in operating results, announcements of technological innovations or new products, or other events or factors. Our stock price may also be affected by broader market trends unrelated to our performance.

Holders

As of March ~~30, 2016~~12, 2021, we had approximately ~~410~~7,000 active holders of our common stock. The number of active holders of record ~~holders~~ was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Our transfer agent is Continental Stock Transfer & Trust Company, ~~17 Battery Place,~~One State Street Plaza, 30th Floor, New York, NY 10004.

Dividend Policy

We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and our financial condition, as well as other relevant factors. There are no restrictions in our Certificate of Incorporation or By-laws that restrict us from declaring dividends.

Equity Compensation Plan Information

We have ~~two stock-based compensation plans,~~ the ~~2014~~2018 Equity Incentive Plan, ~~and the 2015 Equity Incentive Plan, together~~ referred to herein as the “Stock ~~Plans.~~Plan.” ~~As of March [*], 2016, 23,030,274 options to purchase our common stock were issued and outstanding under the Stock Plans with a weighted-average price of $0.08.~~

The following table sets forth the information indicated with respect to our compensation plans under which our common stock is authorized for ~~issuance.~~issuance The following table is as of March 12, 2021.

Number of Number of securities
securities to be remaining available
issued upon for future issuance
exercise of under equity
outstanding Weighted average compensation plans
options, exercise price of (excluding securities
warrants and outstanding options, reflected in
Plan category rights warrants and rights column (a))
(a) (b) (c)
Equity compensation plans approved by security holders - - -
Equity compensation plans not approved by security holders:

2014 Plan 50,000,000 $ 0.08 750,103
2015 Plan 85,000,000 0.08 4,687,699
Total 135,000,000 $ 0.08 5,437,802

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans not approved by security holders:

2018 Plan		0	$	-		9,418,302

Recent Sales of Unregistered Securities

For the year ended December 31, 2014, Golden State converted $4,710 of the $100,000 debenture into 98,093,643 shares of common stock and exercised warrants to purchase 1,347 shares of common stock at $381.50 per share.

~~For the year ended December 31, 2014, JMJ converted $148,680 of convertible promissory notes into 47,848,529 shares of common stock at $0.0031 under the terms of the securities purchase agreements.~~

~~For the year ended December 31, 2014, IBC converted $3,162 of outstanding settlement obligations into 15,810,800 shares of common stock at $0.0002 under the terms of the Settlement Agreement.~~

~~In March 2015, the Company issued and sold a convertible note (the “March 2015 5% Note") in aggregate Principal Sum of $250,000 to JMJ Financial (“JMJ”).~~ The 5% Note includes a $25,000 original issue discount (the “OID”) that will be prorated based on the advances actually paid (the “Principal Sum”) to the Company. During 2015, JMJ advanced $30,000 on the 5% Note and earned $3,084 OID. In addition to the OID, the March 2015 5% Note provides for a one-time interest charge of 5% to be applied to the Principal Sum. If the Company repays the 5% Note on or before ninety days from the date of the principal amount advanced, the interest rate will be zero percent. If the Company does not repay the March 2015 5% Note on or before ninety days from the date of the advance, a one-time interest charge of 5% shall be applied to the Principal Sum. Pursuant to the terms of March 2015 5% Note, JMJ may, at its election, convert all or a part of the $250,000 note into shares of the Company's common stock at a conversion rate 70% of the lowest trade price during the twenty-five trading days prior to JMJ’s election to convert. The principal of the March 2015 5% Note is due two years from the date of each of the principal amounts advanced.

In March 2015, the Company issued and sold a convertible note (the “5% Promissory Note") in aggregate Principal Sum of $87,500 to Typenex Co-Investment, LLC, (“Typenex”). The 5% Promissory Note includes a $7,500 OID that will be prorated based on the advances actually paid to the Company. Accordingly during 2015, the Company received $80,000 gross proceeds from which the Company paid legal and documentation fees of $20,000 and placement agent fees of $6,750. In addition to the OID, the 5% Promissory Note provides for a one-time interest charge of 5% to be applied to the principal of the 5% Promissory Note. If the Company repays the 5% Promissory Note on or before ninety days from the date of the principal amount advanced, the interest rate will be zero percent. If the Company does not repay the 5% Promissory Note on or before ninety days from the date of the advance, a one-time interest charge of 5% shall be applied to the Principal Sum. Accordingly, $8,066 of interest has been added to the note. Pursuant to the terms of 5% Promissory Note, Typenex may, at its election, convert all or a part of the $87,500 principal and interest thereon of the 5% Promissory Note into shares of the Company's common stock at a conversion rate 70% of the lowest trade price during the twenty-five trading days prior to the election to convert. Under the terms of the 5% Promissory Note, the company is required to maintain a reserve of authorized and unissued common stock equal to three times the number of common shares necessary to convert the total outstanding balance of the 5% Note (the “Share Reserve”). On July 28, 2015 the Company informed Typenex that there were insufficient common stock available to maintain the Share Reserve and therefore an event of default occurred. Under the terms of the default, a 15% default interest rate is applied to the outstanding principle of the note and the note begins to accrue interest at 22%. Accordingly, $13,781 of default interest was added to the note and the note began accruing interest at 22%. The principal of the 5% Promissory Note is due one year from the March 2015 effective date.

For the year ended December 31, 2015, Golden State converted $700 of the 4.75% convertible debenture into 59,974,884 shares of common stock at $0.000012 per share and exercised 200 warrants at $381.50 per share for $76,210 and advanced $54,710 for future exercise of warrants under the terms of the securities purchase agreements.

For the year ended December 31, 2015, JMJ converted $33,084 of the convertible promissory note into 199,128,571 shares of common stock at $0.00017 under the terms of the securities purchase agreements.

During the year ended December 31, 2015, Typenex converted $52,000 of the 5% Note into 277,083,333 shares of common stock at an average of $0.0002 per share based on the formula in the 5% Note. Additionally the Company paid Typenex $57,347 in settlement fees under the terms of the note and retired the remaining balance of the note.

~~For the year ended December 31, 2015, shares of common stock totaling 46,747,170 were issued for legal and consulting services for which the Company recognized $60,001 of expense.~~

~~For the year ended December 31, 2015, shares of common stock totaling 31,912,663 were issued for consulting services for which the Company reduced accounts payable by $75,000.~~

~~Subsequent to December 31, 2015, 8,445,946 shares of common stock were issued for 2015 consulting services for which the Company reduced accounts payable by $12,500.~~

~~Subsequent to December 31, 2015, 5,000,000 shares of common stock were issued for 2015 consulting services for which the Company reduced accounts payable by $4,500.~~

~~Subsequent to December 31, 2015, the~~ Company issued an aggregate of ~~1,589,010~~522,924 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) in connection with Securities Purchase Agreements (the “Securities Purchase Agreements”) dated December 11, 2015. Pursuant the Securities Purchase Agreements, thecommon stock on February 15, 2018. The Company had agreed to issue ~~and on March 23, 2016 issued,~~ to certain ~~officers, directors,~~ consultants and service providers (collectively, “Recipients”) and the Recipients had agreed to accept ~~and on March 23, 2016 received,~~ shares of ~~Series B Preferred~~common stock in consideration for the satisfaction, in lieu of cash payment, of an aggregate of ~~$1,105,402.72~~$71,880 owed by the Company to the Recipients. ~~Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock.~~ Among the Recipients were (i) ~~Victor F. Keen,~~Doug Freitag, the Company’s former Chief Executive Officer, who received ~~1,193,582~~322,154 shares of ~~Series B Preferred~~common stock in satisfaction of $685,355 owed to him under certain notes, in connection with certain advances he provided to the Company and for services he provided to the Company; (ii) Ronald W. Robinson, the Company’s Chief Financial Officer, who received 85,771 shares of Series B Preferred in satisfaction of $90,291$41,880 owed to him for services he provided to the Company; ~~(iii) Martin Keating, a Director of~~(ii) Concordia Financial Group, the ~~Company,~~Company’s financial consultant, who received ~~19,266~~230,770 shares of ~~Series B Preferred~~common stock in satisfaction of ~~$20,281~~$30,000 owed to him under certain notes and for services he provided to the Company; and (iv) Newton, O'Connor, Turner & Ketchum, PC, a law firm of which John O’Connor, a Director of the Company, is a partner, that received 50,149 shares of Series B Preferred in satisfaction of $52,791 owed to it for services provided to the ~~Company.~~Company under the terms of the independent consulting agreement (the “Independent Consulting Agreement”). On July 2, 2018, August 6, 2018 and October 1, 2018 the Company issued an aggregate of 430,985 shares of the Company’s common stock to Concordia Financial Group in satisfaction of $22,046 owed for services provided under the Independent Consulting Agreement. On October 24, 2018, Matthews Kappers, an associate of Concordia Financial Group, was issued 63,930 shares of common stock in satisfaction of $2,960 owed to him for consulting services.

On December 27, 2019, the Company issued 123,330,807 shares of Common Stock of the Company upon the conversion of debt held by certain Legacy Holders, which Legacy Holders consists substantially of the Company’s Co-Chairmen, Victor Keen and Simon Calton. The total outstanding Legacy Debt converted was $2,711,359, which consisted of $2,017,435 in outstanding principal and $693,924 in accrued interest.

During the 2020 fiscal year, the Company received notice from the Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC (DAF) to convert debt to common stock pursuant to the October 4, 2019 credit agreement. DAF provided notice on March 31, 2020 and October 30, 2020 converting a total of $550,000 of debt to 16,727,920 common stock shares.

For the fiscal year ended December 31, 2020, the Company received notice from Kenneth Evans to exchange 1,500,000 options for 900,000 common shares of stock. The exchange for a total of 3,000,000 options and issuance of 1,800,000 shares. This transaction was pursuant to the June 8, 2020 consent by the Board of Directors for a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option.

In January 2021, Ken Evans exchanged 1,500,000 options for 900,000 shares of rule 144 common stock. This transaction was pursuant to the June 8, 2020 consent by the Board of Directors for a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option.

On March 2, 2021, the Company entered into the Purchase Agreement with the Investor pursuant to which the Company agreed to sell to the Investor in a private placement (i) 23,500,000 Shares, (ii) Pre-Funded Warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) the Warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021.

The Warrants are exercisable for a period of five-and one-half years from the date of issuance and have an exercise price of $0.08 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investor may exercise the Warrant on a cashless basis if the Warrant Shares are not then registered pursuant to an effective registration statement. The Investor has contractually agreed to restrict its ability to exercise the Warrant such that the number of shares of the Company’s common stock held by the Investor and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Warrant which may not exceed initially 4.99% of the Company’s then issued and outstanding shares of common stock.

In connection with the ~~securities issuances reported in this Item,~~Purchase Agreement, the Company ~~relied upon~~entered into the ~~exemption from securities registration afforded by Section 4(2)~~Registration Rights Agreement with the Investor. Pursuant to the Registration Rights Agreement, the Company will be required to file the Registration Statement with the SEC to register for resale of the ~~Securities Act~~Shares, Warrant Shares and shares issuable upon exercise of ~~1933,~~the Pre-Funded Warrants, within 20 days of the Signing Date, and to have such Registration Statement declared effective within 45 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC.

In support of the Purchase Agreement, the Company entered into an engagement with HCW to act as ~~amended (the “Securities Act”). No advertising~~exclusive agent, advisor or ~~general solicitation was employed~~underwriter in any offering ~~any securities.~~of securities by the Company. Compensation to HCW includes 8.0% cash fee of gross proceeds and warrant coverage equal to 8% of the aggregate number of shares of common stock placed in each offering at an exercise price equal to 125% of the offering price per share available over a 5-year term. The Company will also pay HCW (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The initial term of the agreement is for one month.

ITEM 6. SELECTED FINANCIAL DATA

~~N/A~~Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATION~~OPERATIONS

The following discussion and analysis should be read together with our consolidated financial statements and the related notes appearing elsewhere in this Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See ~~“Forward-Looking Statements”~~“Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under ~~“Risk Factors”~~“Risk Factors” and elsewhere in this Report.

~~Overview~~Plan of ~~Business~~Operation

~~We are~~Background:

On June 22, 2017, the Group filed an Amended Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Oklahoma, to (i) change its name from “3DIcon Corporation” to “The Coretec Group Inc.” and to (ii) effect a 1-for-300 reverse stock split. The Name Change and Reverse Split became effective with the State of Oklahoma on June 28, 2017 and with FINRA on June 29, 2017.

The Group was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. During 2001, First Keating Corporation began to focus on the development ~~stage company. Our mission is to pursue, develop and market full-color volumetric 3D~~of 360-degree holographic technology. ~~Through~~On July 15, 2005, the Group entered into a ~~SRA~~Sponsored Research Agreement (“SRA”) with the University of Oklahoma ~~we have obtained~~(the “University” or “OU”), which expired on January 14, 2007, under which they conducted a research project entitled "Investigation of 3-Dimensional Display Technologies”. On February 23, 2007, they entered into an SRA with the ~~exclusive worldwide marketing rights to certain 3D display technologies~~University, which expired on March 31, 2010, under ~~development by the University.~~which they conducted a research project entitled "3-Dimensional Display Development". The ~~developments~~development to date ~~have~~has resulted in ~~the University filing seven~~multiple new technologies, two working laboratory prototypes (Lab Proto 1 and Lab Proto 2), and eight provisional patents; ~~six~~five of the ~~seven~~eight provisional patents have been combined and converted to ~~four~~five utility patents. On May 26, 2009, the United States Patent and Trademark Office (“USPTO”) approved the pending patent called "Volumetric Liquid Crystal Display" for rendering a three-dimensional image and converted it to US patent No. 7,537,345. On December 28, 2010, USPTO approved the pending patent called “Light Surface Display for Rendering a Three-Dimensional Image,” and issued the United States Patent No. 7,858,913. On December 13, 2011, USPTO approved a continuation patent called “3D Light Surface Display,” and issued the US Patent No. 8,075,139. On August 21, 2012, the USPTO approved a continuation patent called “3D Volumetric Display” and issued the US Patent No. 8,247,755. These patents describe what we are calling our CSpace technology. At this time, we do not own any intellectual property rights in these technologies, and, apart fromUnder the SRA, ~~with~~ the ~~University, have no contracts or agreements pending~~Group has obtained the exclusive worldwide marketing rights to acquire such rights or any other interest in such rights. We plan to market the technology and the intellectual property developed by the University and our staff by targeting various industries, such as retail, manufacturing, entertainment, medical, healthcare, transportation, homeland security and the military. On April 6, 2009, we filed a provisional patent on an emissive two-dimensional screen that is controlled and driven by a standard digital light projector or other optical input source. This provisional patent is called "Flexible/Inflexible Front/Back Projection screen or display" and is owned solely by 3DIcon Corporation. Through the current agreement with the University of Oklahoma, the University filed a continuation patent application on November 19, 2010, called “3D Light Surface Display”. This application provides additional protections of our CSpace technology.

~~Since March of 2012, the Company has been evaluating a number of second-generation, glasses-free flat screen~~these 3D display technologies and the companies that are developing these technologies with the possibility of an acquisition of such a company in mind. Our goal was to identify a new technology that could deliver significantly better performance (3D impact and image quality) than current large area multiple-viewer glasses-free 3D flat screen displays without compromising resolution and brightness, as do current displays. The ideal company would also have a great technical team, a broad patent portfolio, and a credible technology roadmap to ensure that these competitive advantages are sustainable into the future. As a result of the above evaluation process, the Company previously entered into a non-binding Letter of Intent to acquire Dimension Technologies, Inc. (DTI)~~www.dti3d.com~~ located in Rochester, NY. However, that Letter of Intent has since expired. Notwithstanding the expiration of the Letter of Intent, the Company’s interest in a potential acquisition of a small 3D flat screen display company remains. Currently, we do not have any agreements in place that would allow entry into the flat screen segment of the glasses-free 3D display industry or digital signage industry and no assurances can be made that such an agreement will ever be consummated. The Company is not actively seeking such acquisitions in the glasses-free 3D flat screen display segment at this time.

~~Critical Accounting Policies~~

The Securities and Exchange Commission ("SEC") defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

~~Research and Development Costs~~

The Company expenses all research and development costs as incurred. Until we have developed a commercial product, all costs incurred in connection with the SRA with the University, as well as all other research and development costs incurred, will be expensed as incurred. After a commercial product has been developed, we will report costs incurred in producing products for sale as assets, but we will continue to expense costs incurred for further product research and development activities.technologies.

~~Stock-Based Compensation~~

Since its inception 3DIcon has used its common stock or warrants to purchase its common stock as a means of compensating our employees and consultants. Financial Accounting Standards Board ("FASB") guidance on accounting for share based payments requires us to estimate the value of securities used for compensation and to charge such amounts to expense over the periods benefited.

~~The estimated fair value at date of grant of options for our common stock is estimated using the Black-Scholes option pricing model, as follows:~~

~~The expected dividend yield~~Coretec’s Technology. Coretec’s underlying technology is based on the ~~average annual dividend yield as~~production of a high value liquid silicon precursor, cyclohexasilane (“CHS”). A key advantage of CHS is that it remains in liquid form at room temperature and does not convert to a gas until heated above 450°F. CHS is a superior silicon precursor in many ways compared to materials commonly used for manufacturing silicon-based semiconductors and solar cells (monosilane or trichlorosilane) that have much lower boiling points which leads to higher cost handling and shipping. There are several technical advantages of using CHS versus common silicon precursors and one is that the production rate of the ~~grant date. Expected volatility is based on the historical volatility~~silicon-forming step can be increased by a factor of ~~our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates~~six, and relative to process temperature up to 10X or more, which leads to significant cost savings. We anticipate that CHS will first be used as ~~of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.~~

~~Revenue Recognition~~an alternative to monosilane or trichlorosilane when adding silicon to lithium ion batteries or when used in manufacturing silicon-based semiconductors.

We ~~recognize revenue when services~~also see longer term potential in several emerging markets where there are ~~performed,~~opportunities in the conversion of CHS into nanoparticles and atnanowires for use in such emerging, high-growth markets as:

	●	Energy storage
	●	Solid state lighting
	●	Authentication of critical documentation
	●	Printable electronics
	●	Building-integrated solar energy

Enhancement of CSpace. A key challenge in the ~~time~~development of ~~shipment~~CSpace® is the development of ~~products, provided~~the material used for the image chamber. The Company has explored a variety of glass alternatives. While progress has been made, it has been concluded that ~~evidence~~limitations remain, primarily in the weight and cost of ~~an arrangement exists, title and risk~~a glass medium.

A key virtue of ~~loss have passed~~having access to the ~~customer, fees are fixed or determinable, and collection~~Coretec IP portfolio of silicon-based materials is that we can now use all of the ~~related receivable~~manufacturing infrastructure and knowledge that is ~~reasonably assured.~~available for optical plastics for the CSpace® image chamber. The benefit to CSpace® is that silicon-based optical plastics can be molded into a broad range of shapes and allow the image chamber to be much lighter and much lower in cost than the glass material we worked with before.

~~We recognize grant~~Near-Term Revenue Opportunities. Opportunities for near-term revenue continue to be explored in battery and microelectronic markets. Interest in the ~~month earned~~use of silicon in Li-ion batteries continues to increase driven by the growing demand for electrical vehicles, the exploitation of mobile electronics, and energy storage systems for backup power and improved efficiency of home and commercial wind and solar systems. Discussions are ongoing with suppliers of Li-ion battery anode materials that are seeking next generation materials to further increase performance while improving lifetime, charging time, safety and reliability. We believe these suppliers will be well positioned to take advantage of the benefits provided by CHS when combined as a liquid with other solid-based materials. While we believe the use of CHS in Li-ion batteries will provide near term revenue, we also continue to explore revenue opportunities in microelectronics and especially those early adopter markets where advanced microelectronics are being developed in lower volumes and with less price sensitivity.

Recent Developments.

The Warrants are exercisable for a period of five- and one-half years from the date of issuance and have an exercise price of $0.08 per share, subject to adjustment as set forth in the Warrants for stock splits, stock dividends, recapitalizations and similar events. The Investor may exercise the Warrant on a cashless basis if the Warrant Shares are not then registered pursuant to an effective registration statement. The Investor has contractually agreed to restrict its ability to exercise the Warrant such that the number of shares of the Company’s common stock held by the Investor and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Warrant which may not exceed initially 4.99% of the Company’s then issued and outstanding shares of common stock.

In connection with the Purchase Agreement, the Company entered into the Registration Rights Agreement with the Investor. Pursuant to the Registration Rights Agreement, the Company will be required to file the Registration Statement with the SEC to register for resale of the Shares, Warrant Shares and shares issuable upon exercise of the Pre-Funded Warrants, within 20 days of the Signing Date, and to have such Registration Statement declared effective within 45 days after the Signing Date in the event the Registration Statement is not reviewed by the SEC, or 90 days of the Signing Date in the event the Registration Statement is reviewed by the SEC.

In support of the Purchase Agreement, the Company entered into an engagement with HCW to act as exclusive agent, advisor or underwriter in any offering of securities by the Company. Compensation to HCW includes 8.0% cash fee of gross proceeds and warrant coverage equal to 8% of the aggregate number of shares of common stock placed in each offering at an exercise price equal to 125% of the offering price per share available over a 5-year term. The Company will also pay HCW (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The initial term of the agreement is for one month.

On June 30, 2020 the Company moved headquarters and operations from Tulsa, Oklahoma to Ann Arbor, Michigan.

On June 25, 2020, the Company entered into a supply agreement with Evonik Operations GmbH to purchase 500 grams of cyclohexasilane, Si6H12 (CHS) for $185,000. The supply agreement will enable the Company to deliver initial quantities of CHS for sales and R&D evaluation to its customer base. The supply agreement is valid until March 31, 2021. The Company paid Evonik Operations GmbH $92,500 on July 20, 2020, to initiate production of CHS, in accordance with the ~~terms~~agreement. Delivery is expected during the March and April of 2021, at which time the Company will owe the remaining $92,500.

On October 29, 2020, the Company moved the trading of its securities to the OTCQB, also known as the Venture Market, from OTC Pink market. The fee for listing on the OTCQB market is $12,000 per annum, with a one-time application fee of $2,500. The OTCQB market is the middle tier of the ~~grant agreement.~~OTC Markets and consists of early-stage and developing U.S. and international companies.

~~Use of Estimates~~

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options. Actual results could differ from those estimates.

~~Fair Value of Financial Instruments~~

~~The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company:~~

~~Current assets and current liabilities~~ ~~- The carrying value approximates fair value due to the short maturity of these items.~~

~~Debentures payable~~ ~~- The fair value of the Company's debentures payable has been estimated by the Company based upon the liability's characteristics, including interest rate. The carrying value approximates fair value.~~

~~Recently Issued Accounting Pronouncements~~

~~See the Recently Issued Accounting Standards section of Note 3 to our Financial Statements included in Part II, Item 8 of this report for further details of recent accounting pronouncements.~~

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, ~~2015~~2020 COMPARED TO THE YEAR ENDED DECEMBER31, ~~2014~~2019

Revenue

~~The Company received $5,122 and $70,748 from the OCAST grant~~We did not have revenues for the years ended December 31, ~~2015~~2020 and ~~2014, respectively. The OCAST grant was cancelled in March 2015 upon the resignation of the principal investigator.~~

In January 2008 we launched our first software product Pixel Precision. We appointed Digital Light Innovations for the sales and distribution of this product in March 2008. We have earned income of $-0- and $15,000 before commissions and costs from the sales of Pixel Precision for the years ended December 31, 2015 and December 31, 2014, respectively.2019.

Research and Development Expenses

The research and development expenses were ~~$47,738~~$151,864 for the year ended December 31, ~~2015~~2020, as compared to ~~$198,550~~$148,875 for the year ended December 31, ~~2014.~~2019. The ~~decrease~~approximately $3,000 increase was a result of the ~~March 2015 resignation of Dr. Hakki Refai, our principle investigator of $108,000,~~approximately $13,000 increase in legal fees related to CHS intellectual property and ~~the curtailment of research and development activities of $43,000 due to the lack of adequate funding.~~approximately $10,000 decrease in consultant compensation cost in 2020.

General and Administrative Expenses

Our general and administrative expenses were ~~$800,012~~$1,029,136 for the year ended December 31, ~~2015~~2020, as compared to ~~$1,065,167~~$1,418,203 for the year ended December 31, ~~2014.~~ 2019.

The approximately $389,000 net decrease ~~is due to~~was largely a ~~decrease~~result of a reduction in stock option expense of approximately $599,000. Stock option expense included in the year ended December 31, 2020 was approximately $125,000 compared with the approximately $724,000 of option expense incurred for the year ended December 31, 2019. Other significant decreases during the year ended December 31, 2020 include approximately $33,000 in labor costs, approximately $7,000 in accounting and audit fees and approximately $6,000 in travel expenses.

These reductions were offset for the year ended December 31, 2020 by increases of approximately $67,000 in sales consultant fees and approximately $53,000 in public relations and marketing consultants both of which were driven by the Company’s focus on initial CHS production and sales in 2021. Additional increases for the year ended December 31, 2020 include finance and administrative consultant expenses of approximately $48,000 and increases in legal fees of ~~$203,00 primarily~~approximately $31,000 both of which resulted from activities for potential reverse mergers, funding opportunities, and chief financial officer transition. The Company also incurred increases of approximately $22,000 related to the market elevation from OTC Pink to OTCQB and increased transfer agent fees driven by the volume of stock activity. The Company also recognized increases of approximately $18,000 for insurance expenses as a result of Director and Officer premium increases and approximately $9,000 in IT, software and office supplies due to the ~~amortization of deferred legal fees related to debentures issued, a decrease of $7,100 in travel~~staff increases and related expense, a decrease in financing fees of $80,200 primarily due to the 3a 10 settlement agreement, in 2014, a decrease of $95,500 in marketing and public relation consultant fees, a decrease in consultant fees of $53,400 and a decrease in shareholder meeting expense of $7,600 from the 2014 shareholder briefing.overall business activity.

Interest Expense

Interest expense was $665,232 for the year ended December 31, ~~2015 was $57,787~~2020, as compared to ~~$75,735~~$287,307 for the year ended December 31, ~~2014.~~2019. The ~~decrease~~increase of approximately $378,000 was a net result of the approximate $647,000 increase in interest expense ~~resulted from~~and amortization of warrant debt cost, beneficial conversion feature and deferred costs of the Diversified Alpha Fund debt activity during 2020 and the decrease, absence, of ~~$22,400 in amortization of OID from debentures issued, a decrease of $5,300 in interest paid on our outstanding debentures and bridge notes and $10,300 increase in other~~approximately $269,000 interest expense ~~for~~of various notes fully paid during the ~~115% default rate charged on the Typenex debenture.~~year ended December 31, 2019.

Financial Condition, Liquidity and Capital Resources

Management remains focused on controlling cash expenses. We recognize our limited cash resources and plan our expenses accordingly. We intend to leverage stock-for-services wherever possible. The 2021 fiscal year operating budget consists of the following expenses:

●

Initial production of CHS for sale and evaluation by customer base and research institutes

●

Research and development ~~expenses pursuant~~costs for CHS sponsored research activities, Chief Technological consultant and costs related to strengthening our ~~development of an initial demonstrable prototype and a second prototype for static volume technology.~~patent portfolio

·	~~Acceleration of research and development through increased research personnel as well as other research agencies.~~

●

Sales consulting staff to support CHS customer relationships

●

Chief Marketing consultant, marketing outreach and public relations firm to bolster the Company’s message and digital platform

●

General and administrative expenses: Chief Executive and Chief Financial officer expenses, salaries, insurance, investor related expenses, rent, travel, website, etc.

·	~~Hiring executive officers for technology, operations and finance.~~

●

·	~~Development, support and operational costs related to Pixel Precision software.~~

·	Professional fees for accounting and audit; legal services for securities and ~~financing; patent research and protection.~~financing

~~Our independent registered public accountants, in their audit report accompanying our financial statements for the year ended~~As of December 31, 2015, expressed substantial doubt about our ability to continue as a going concern due to our status as a development stage organization with insufficient revenues to fund development and operating expenses.

We2020, we had net cash of ~~$11,121 at December 31, 2015.~~

~~We had~~$22,219 and a negative working capital of ~~$1,341,106 at December 31, 2015.~~$240,417.

During the year ended December 31, ~~2015,~~2020, we used ~~$142,491~~$1,352,902 of cash for operating activities, ~~a decrease~~an increase of ~~$507,923~~$740,443 or ~~78%~~121% compared to the year ended December 31, ~~2014.~~ 2019.

The ~~decrease~~increase in the use of cash for operating activities was a net result of the decrease in the ~~net~~ loss from operations of ~~approximately $353,000 and~~$9,403, the increase in amortization of debt discount of $516,252, the increase in common stock issued for services of $22,171, the decrease in ~~stock and~~the options issued for ~~service~~services of ~~approximately $48,500~~$673,135, the decrease in common stock issued for interest of $225,664, the increase in the change in prepaid expenses of $38,298, the increase in the change in deposits of $15,371 and a decrease in the change in accounts payable ~~and accrued liabilities in 2015~~ of ~~approximately $265,000.~~$335,171.

~~Cash used in investing activities during~~During the year ended December 31, ~~2015 and 2014~~2020, there was ~~$-0-.~~

~~Cash~~$1,316,972 of cash provided by financing activities, ~~during the year ended December 31, 2015 was $119,127, a decrease~~an increase of ~~$495,003~~$650,365 or ~~81%~~98% compared to the year ended December 31, ~~2014.~~2019. The ~~decrease~~increase was the net result of aan increase in proceeds from debt and warrants issued of $580,178 and the $70,187 decrease in ~~funding under the terms of the convertible debentures from Golden State and bridge notes issued in 2014 of approximately $578,335 less the cash~~ payments of ~~$83,333 on the Typenex and Global Capital/CPUS debentures.~~notes payable.

~~We expect to~~As a result of the March 2, 2021, private placement stock purchase agreement, we will fund the ongoing operations through the existing financing in ~~place (see below); through raising~~place. Raising additional funds ~~as permitted by the terms of Golden State~~for future activities could be achieved through a potential reverse merger arrangement or an additional financing ~~as well as reducing our monthly expenses.~~

partnership. Our ability to fund the future operations of the Company is highly dependent on the underlying stock price of the Company.

On November 3, 2006, the Company issued to Golden State a 4.75% convertible debenture in a principal amount of $100,000, due December 2016 as a result of a maturity extension agreement received by the Company in March 2015, and warrants to buy 25,571 shares of the common stock at an exercise price of $381.50 per share. In connection with each conversion, Golden State is expected to simultaneously exercise a percentage of warrants equal to the percentage of the principal being converted. During 2014, Golden State converted $4,710 of the $100,000 debenture into 98,093,643 shares of common stock, exercised warrants to purchase 1,347 shares of common stock at $381.50 per share based on the formula in the convertible debenture. Additionally Golden State advanced $349,310 against future exercises of warrants of which $513,390 was applied to the exercise of warrants leaving $21,591 of unapplied advances at December 31, 2014. During the year ended December 31, 2015, Golden State converted $700 of the $100,000 debenture into 59,974,884 shares of common stock, exercised warrants to purchase 200 shares of common stock at $381.50 per share based on the formula in the convertible debenture. Additionally Golden State advanced $54,710 against future exercises of warrants of which $76,246 was applied to the exercise of warrants leaving $55 of unapplied advances at December 31, 2015.

In September 2013, the Company was awarded a grant from Oklahoma Center for the Advancement of Science and Technology (“OCAST”). This matching grant is for $300,000 and had a start date of January 1, 2014. The Company earned $5,122 and $70,748 from the grant during the year ended December 31, 2015 and 2014 respectively. The money was being used to support the development of the Company’s first Product Platform, which will be the basis for a family of products based on the Company’s CSpace® volumetric 3D display technology. The grant was cancelled in March 2015 upon the resignation of Dr. Hakki Refai, the principal investigator under the grant.

On December 1, 2010 the Company entered into an agreement with the University pursuant to which the University agreed to convert all sums due to it from the Company in connection with its SRA with the Company, which as of December 1, 2010 amounted to approximately $485,000, into an aggregate of 1,685,714 shares of the Company's common stock. As a result of the debt conversion, the University became the holder of approximately 8% of the outstanding common stock of the Company. Pursuant to the agreement, the shares were subject to a put option allowing the University to require the Company to purchase certain of the shares upon the occurrence of certain events. In addition, the shares were subject to a call option allowing the Company to require the University to sell to the Company the shares then held by the University in accordance with the terms of the agreement. The put options and the call options expired on November 30, 2014 and the Shares are no longer subject to such options.

~~Director Debenture~~

On June 24, 2013, the Company issued to Victor Keen and Martin Keating, Directors of the Company, (“Directors”) 10% convertible debentures in a principal amount of $15,000 each, due June 26, 2014 and subsequently extended to December 26, 2014, again extended to June 30, 2015, and again extended to June 30, 2016. The Directors may elect to convert all or any portion of the outstanding principal amount of the debentures at an exercise price of $0.01 per share. Provided that the debentures are paid in full on or before the maturity date, no interest shall accrue on the unpaid balance of the principal amount. In the event that the debentures are not paid in full on or before the maturity date, interest shall accrue on the unpaid outstanding balance of the principal amount of the debentures from June 26, 2013, until paid, at the fixed rate of ten percent (10%) per annum. Subsequent to December 31, 2015, the Company issued to Mr. Keen and Mr. Keating 1,193,582 and 19,266 shares of its newly designated Series B Preferred, respectively, in accordance with Securities Purchase Agreements dated December 11, 2015, pursuant to which, as a result of the issuance of the Series B Preferred, all amounts owed under these convertible debenture are deemed satisfied, exchanged and converted.

~~Newton, O'Connor, Turner & Ketchum 10% Convertible Debenture~~

On December 20, 2012, the Company issued to Newton, O'Connor, Turner & Ketchum (“NOTK”) a 10% convertible debenture in a principal amount of $29,007, initially due September 30, 2013 and extended to December 31, 2014 and subsequently extended to December 31 , 2015and again extended to June 30, 2016. NOTK may elect to convert all or any portion of the outstanding principal amount of the debenture at an exercise price of $0.02534 per share. The Company was indebted to NOTK for legal services performed for the Company and reimbursement of expenses in rendition of those services for the period ended December 31, 2012. The debenture was issued in settlement of the indebtedness. Subsequent to December 31, 2015, the Company issued to NOTK 50,149 shares of its newly designated Series B Preferred in accordance with a Securities Purchase Agreement dated December 11, 2015, pursuant to which, as a result of the issuance of the Series B Preferred, all amounts owed under the 10% convertible debenture are deemed satisfied, exchanged and converted.

~~5% Convertible Bridge Notes~~

On June 6, 2012 and August 1, 2012, the Company issued and sold convertible promissory notes (the “5% Notes") in aggregate principal amount of $415,000 to JMJ Financial (“JMJ”). The 5% Notes includes a $40,000 original issue discount (the “OID”) that will be prorated based on the advances actually paid to the Company. During 2012, JMJ advanced $150,000 on the 5% Notes and earned $14,000 OID. During 2013, JMJ advanced an additional $120,000 on the 5% Notes and earned $32,205 OID and accrued interest. During 2013, JMJ converted $203,700 of the 5% Notes into 31,854,924 shares of common stock at an average of $0.00639 per share based on the formula in the 5% Notes. During 2014, JMJ advanced an additional $75,000 on the 5% Notes and earned $5,975 OID and accrued interest. During 2014, JMJ converted $148,680 of the 5% Notes into 47,848,529 shares of common stock at an average of $0.003 per share based on the formula in the 5% Notes. In addition to the OID, the 5% Notes provides for a one-time interest charge of 5% to be applied to the principal sum advanced. During 2015, JMJ earned $13,504 OID and accrued interest and converted $63,504 of the 5% Notes into 43,000,000 shares of common stock at an average of $0.002 per share, which retired the remaining balance on the 5% Note. Pursuant to the terms of 5% Notes, JMJ may, at its election, convert all or a part of the $275,000 note and the $140,000 note into shares of the Company's common stock at a conversion rate equal to the lesser of (i) $0.15 and $0.35, respectively or (ii) 70% of the lowest trade price during the twenty-five trading days prior to JMJ’s election to convert. If the Company repays the 5% Notes on or before ninety days from the date it was issued, the interest rate will be zero percent. If the Company does not repay the 5% Notes on or before ninety days from the date it was issued, a one-time interest charge of 5% shall be applied to the principal. The Company did not repay the 5% Notes within the ninety day period. The principal of the 5% Notes is due one year from the date of each of the principal amounts advanced.

~~10% Convertible Bridge Note to Director~~

On September 11, 2012, the Company issued and sold to Victor F. Keen, a Director and an accredited investor a Convertible Bridge Note (the “Keen Bridge Note”) in the principal amount of $60,000. The sale of the Keen Bridge Notes in the principal of $60,000 included a $10,000 OID. Accordingly, the Company received $50,000 gross proceeds. The Keen Bridge Note matured 90 days from the date of issuance and, other than the OID, the Keen Bridge Note does not carry interest. However, in the event the Keen Bridge Note is not paid on maturity, all past due amounts will accrue interest at 15% per annum. Upon maturity of the Keen Bridge Note, the holders of the Keen Bridge Note may elect to convert all or any portion of the outstanding principal amount of the Keen Bridge Note into (i) securities sold pursuant to an effective registration statement at the applicable offering price; or (ii) shares of common stock at a conversion price equal to the lesser of 100% of the Volume Weighted Average Price (VWAP), as reported for the 5 trading days prior to (a) the date of issuance of the Keen Bridge Note, (b) the maturity date of the Keen Bridge Note, or (c) the first closing date of the securities sold pursuant an effective registration statement.

On January 27, 2014, the Company entered into a fourth amendment agreement (the “Fourth Keen Amendment”) with Mr. Keen. Pursuant to the Fourth Keen Amendment, Mr. Keen agreed to extend the maturity of the Keen Bridge Note from December 31, 2013 to December 31, 2014 and to waive, if any, existing or prior defaults under the Keen Bridge Note or the Keen SPA.

On March 16, 2015 (the “Amendment Date”), the Company entered into a fifth amendment agreement (the “Fifth Keen Amendment”) with Keen to amend the Keen Bridge note. Pursuant to the Fifth Keen Amendment, Keen agreed to extend the maturity of the Note from December 31, 2014 to December 31, 2015 (the “New Maturity Date”) and to waive, if any, existing or prior defaults under the Keen Bridge Note or the Keen SPA. Subsequent to December 31, 2015, the Keen Bridge Note was extended to June 30, 2016.

Subsequent to December 31, 2015, the Company issued to Mr. Keen 1,193,582 shares of its newly designated Series B Preferred in accordance with Securities Purchase Agreements dated December 11, 2015, pursuant to which, as a result of the issuance of the Series B Preferred, all amounts owed under these convertible debenture are deemed satisfied, exchanged and converted.

~~15% Senior Convertible Bridge Notes due 2014~~

On October 1, 2013 (the “Date of Issuance”), the Company issued and sold to an accredited investor a Senior Convertible Note (the “Senior Note”) in the principal amount of $205,000 and a warrant to purchase 300,000 shares of the Company’s common stock at an exercise price equal to 110% of the closing bid price on September 30, 2013 (the “October 2013 Warrant”). The Senior Note included a $30,750 OID. Accordingly, the Company received $174,250 gross proceeds from which the Company paid legal and documentation fees of $22,500 and placement agent fees of $15,682.

The Senior Note matured on July 1, 2014 and did not carry interest. However, in the event the Senior Note was not paid on maturity, all past due amounts would accrue interest at 15% per annum. The Senior Note was paid on maturity and interest was not incurred. At any time subsequent to six months following the Date of Issuance, the Senior Note holder may elect to convert all or any portion of the outstanding principal amount of the Senior Note into shares of Common Stock at a conversion price equal to the lesser of 100% of the VWAP, as reported for the 5 trading days prior to the Date of Issuance or 80% of the average VWAP during the 5 days prior to the date the holder delivers a conversion notice to the Company. During 2014, the holder of the $205,000 note converted $180,000 of the note into 83,705,721 common shares at an average price of $0.0021 per share under the terms of the debenture agreement. During 2014 the remaining $25,000 balance of the note was paid in cash to retire the note.

The estimated fair value of the warrants for common stock issued of $2,130 was determined using the Black-Scholes option pricing model. The expected dividend yield of zero is based on the average annual dividend yield as of the issue date. Expected volatility of 173.64% is based on the historical volatility of our stock. The risk-free interest rate of 1.39% is based on the U.S. Treasury Constant Maturity rate for five years as of the issue date. The expected life of five years of the warrant is based on historical exercise behavior and expected future experience.

The October 2013 Warrant is exercisable at any time on or after March 31, 2014 and on or prior to the close of business on March 31, 2019. At the election of the October 2013 Warrant holder, the October 2013 Warrant may be exercised using a cashless exercise method.

~~Settlement Agreement~~

~~On July 26, 2013, the Circuit Court in the 12~~^th Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled ~~IBC Funds, LLC v. 3DIcon Corporation~~, Case No. 2013 CA 5705 NC (the “Action”). IBC commenced the Action against the Company on July 19, 2013 to recover an aggregate of $197,631 of past-due accounts payable of the Company, which IBC had purchased from certain vendors of the Company pursuant to the terms of separate claim purchase agreements between IBC and each of such vendors (the “Assigned Accounts”), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain research, technical, development, accounting and legal services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and IBC upon execution of the Order by the Court on July 26, 2013.

Pursuant to the terms of the Settlement Agreement approved by the Order, on July 26, 2013, the Company issued 650,000 shares of Common Stock as a settlement fee and agreed to issue, in one or more tranches as necessary, that number of shares equal to $197,631 upon conversion to Common Stock at a conversion rate equal to 65% of the lowest closing bid price of the Common Stock during the ten trading days prior to the date the conversion is requested by IBC minus $0.002. During 2013, IBC converted $78,789 of the note into 53,720,000 shares of common stock at an average of $0.0015 per share based on the formula in the note.

On January 22, 2014 the Company entered into a Mutual Release (the “Release”) with IBC pursuant to which each party would release the other party from any and all obligations pursuant to the Settlement Agreement. In consideration for the Release, IBC accepted and the Company remitted to IBC: (i) a cash payment of $190,000, (ii) an issuance of 9,000,000 shares of the Company’s common stock, pursuant to the terms of the Settlement Agreement under the December 18, 2013 Conversion Notice, and (iii) an issuance of 6,810,811 shares of the Company’s common stock, pursuant to the terms of the Settlement Agreement under the January 17, 2014 Conversion Notice (together, the “Consideration”). Pursuant to the Release, IBC agreed that the Consideration was accepted as satisfaction in full of the payments due pursuant to the Settlement Agreement.

~~On January 23, 2014, the Company and IBC filed a Stipulation of Dismissal with Prejudice with the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida.~~

~~10% Convertible Debenture due August 2015~~

On August 15, 2014, the Company issued and sold to an accredited investor a Convertible Debenture (the “10% Debenture”) in the principal amount of $150,000. The 10% Debenture included a 3% original issue discount. Accordingly, the Company received $145,500 gross proceeds, from which the Company paid legal and fees of $5,000. During the year ended December 31, 2015, the holder of the 10% Debenture, converted $150,000 of the 10% Debenture into 172,431,667 shares of common stock at an average of $0.0001 per share based on the formula in the 5% Notes. The 10% Debenture hada maturity date of August 15, 2015 and carries a 10% interest rate. Subject to a 4.99% beneficial ownership limitation, the holder of the 10% Debenture may, at any time, elect to convert all or any portion of the outstanding principal amount of the 10% Debenture into shares of Common Stock at a conversion price equal Sixty Five Percent (65%) of the lowest traded VWAP, determined on the then current trading market for the Company’s common stock, for 15 trading days prior to conversion.

~~Series A Convertible Preferred Stock~~

January 23, 2014, the Company sold to Victor Keen, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors, 190,000 Units for a purchase price of $190,000, as part of the Private Placement (as defined therein) disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2013. Pursuant to such Private Placement, the Company received aggregate proceeds equal to $385,000.

~~Advancements by Mr. Victor Keen~~

Mr. Victor F. Keen, Chief Executive Officer of the Company, has entered into several advancement transactions, whereby Mr. Keen provided funds to the Company. Specifically, Mr. Keen advanced the Company $145,000 in October 2015 and $103,000 in July, August, and September 2015. In addition, Mr. Keen has previously advanced the Company $34,000 in November 2014. The total amount of these advancements by Mr. Keen to the Company, as of the date of this filing, is $282,000 and is included in accounts payable. The Company is also indebted to Mr. Keen for his accrued salary from January 1, 2014 through December 31, 2015 totaling $300,000 and is included in accrued salaries. Additionally, Mr. Keen holds two convertible debentures totaling $75,000 which are included in debentures payable and discussed above. Subsequent to December 31, 2015, the Company issued to Mr. Keen 1,193,582 shares of its newly designated Series B Preferred in accordance with a Securities Purchase Agreement dated December 11, 2015, pursuant to which, as a result of the issuance of the Series B Preferred, all amounts advanced to the Company are deemed satisfied, exchanged and converted.

~~Series B Convertible Preferred Stock~~

Subsequent to December 31, 2015, the Company issued an aggregate of 1,589,010 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) in connection with Securities Purchase Agreements (the “Securities Purchase Agreements”) dated December 11, 2015. Pursuant the Securities Purchase Agreements, the Company had agreed to issue, and on March 23, 2016 issued, to certain officers, directors, consultants and service providers (collectively, “Recipients”) and the Recipients had agreed to accept, and on March 23, 2016 received, shares of Series B Preferred in consideration for the satisfaction, in lieu of cash payment, of an aggregate of $1,105,403 owed by the Company to the Recipients. Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. Among the Recipients were (i) Victor F. Keen, the Company’s Chief Executive Officer, who received 1,193,582 shares of Series B Preferred in satisfaction of $685,355 owed to him under certain notes, in connection with certain advances he provided to the Company and for services he provided to the Company; (ii) Ronald W. Robinson, the Company’s Chief Financial Officer, who received 85,771 shares of Series B Preferred in satisfaction of $90,291 owed to him for services he provided to the Company; (iii) Martin Keating, a Director of the Company, who received 19,266 shares of Series B Preferred in satisfaction of $20,2812 owed to him under certain notes and for services he provided to the Company; and (iv) Newton, O'Connor, Turner & Ketchum, PC, a law firm of which John O’Connor, a Director of the Company, is a partner, that received 50,149 shares of Series B Preferred in satisfaction of $52,791 owed to it for services provided to the Company.

Off Balance Sheet Arrangements

The Company does not engage in any ~~off balance~~off-balance sheet arrangements that are reasonably likely to have a current or future effect on our consolidated financial condition, revenues, and results of operations, liquidity or capital expenditures.

Significant Accounting Policies

~~Research~~See Notes to Consolidated Financial Statements included in Part II, Item 8 and ~~Development Costs~~is hereby incorporated by reference

~~The Company expenses all research and development costs as incurred. Until we have developed a commercial product, all costs incurred~~Recently Issued AccountingPronouncements

See the Recent Accounting Pronouncements section of Note 1 to our Consolidated Financial Statements included in ~~connection with the SRA with the University, as well as all other research and development costs incurred, will be expensed as incurred. After a commercial product has been developed, we will~~Part II, Item 8 of this report ~~costs incurred in producing products for sale as assets, but we will continue to expense costs incurred~~ for further ~~product research and development activities.~~

~~Stock-Based Compensation~~

~~Since its inception 3DIcon has used its common stock or warrants to purchase its common stock as a means~~details of ~~compensating our employees and consultants. Financial Accounting Standards Board ("FASB") guidance on~~recent accounting ~~for share based payments requires us to estimate the value of securities used for compensation and to charge such amounts to expense over the periods benefited.~~pronouncements.

~~The estimated fair value at date of grant of options for our common stock is estimated using the Black-Scholes option pricing model, as follows:~~

The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

~~Subsequent Events~~

~~Keen Bridge Note~~

~~In March 2016 Mr. Keen agreed to extend the maturity of the Note from December 31, 2015 to June 30, 2016.~~

~~Frietag consulting Agreement~~

~~Subsequent to December 31, 2015, 5,000,000 shares of common stock were issued for 2015 consulting services for which the Company reduced accounts payable by $4,500.~~

~~Incentive Stock Plan~~

Shares totaling 8,445,946 were issued from the 2015 EIP during 2016 for prior services rendered for which the Company reduced accounts payable by $12,500. There are 4,800,312 shares available for issuance under the 2015 EIP.

~~Series B Convertible Preferred Stock~~

On March 21, 2016, 3DIcon Corporation, an Oklahoma corporation (the “Company”), filed with the Secretary of State of the State of Oklahoma a Certificate of Designation (the “Certificate of Designation”), included here as Exhibit 3.1 and incorporated herein by reference, setting for the Preferences, Rights and Limitation of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”). The Two Million (2,000,000) shares of Series B Preferred designated under the Certificate of Designation have a stated value of $1.00 per share (the “Stated Value”). Under the Certificate of Designation, the holders of the Series B Preferred have the following rights, preferences and privileges:

The holders of Series B Preferred are not entitled to receive dividends but have voting rights equal to the number of shares of the Company’s common stock (“Common Stock”) into which their Series B Preferred can be converted, whether or not the shares are available for issuance.

At the option of the holder, Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. The Series B Preferred Stock will automatically be converted into Common Stock if (i) at anytime the 5 day average VWAP of the Company’s Common Stock prior to such automatic conversion is equal to $0.10 or more; or (ii) the Company enters into a transaction for which the Company enters into a share exchange agreement or agreement and plan of merger, which agreement is executed within ninety (90) days after the date of the Certificate of Designation and pursuant to which the Company thereafter becomes a consolidated company with another entity, and the Company issues equity securities of the Company. Such automatic conversion would be converted by the same method described above for discretionary conversions.

In the event of any i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series B Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series B Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series B Preferred, an amount equal to the Stated Value (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series B Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series B Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series B Preferred pro rata based on the full Preference Amount to which they are entitled.

Subsequent to December 31, 2015, the Company issued an aggregate of 1,589,010 shares of Series B Preferred in connection with Securities Purchase Agreements dated December 11, 2015. Pursuant the Securities Purchase Agreements, the Company had agreed to issue, and on March 23, 2016 issued, to certain officers, directors, consultants and service providers and the Recipients had agreed to accept, and on March 23, 2016 received, shares of Series B Preferred in consideration for the satisfaction, in lieu of cash payment, of an aggregate of $1,105,403 owed by the Company to the Recipients. Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. Among the Recipients were (i) Victor F. Keen, the Company’s Chief Executive Officer, who received 1,193,582 shares of Series B Preferred in satisfaction of $685,3552 owed to him under certain notes, in connection with certain advances he provided to the Company and for services he provided to the Company; (ii) Ronald W. Robinson, the Company’s Chief Financial Officer, who received 85,771 shares of Series B Preferred in satisfaction of $90,291 owed to him for services he provided to the Company; (iii) Martin Keating, a Director of the Company, who received 19,266 shares of Series B Preferred in satisfaction of $20,281 owed to him under certain notes and for services he provided to the Company; and (iv) Newton, O'Connor, Turner & Ketchum, PC, a law firm of which John O’Connor, a Director of the Company, is a partner, that received 50,149 shares of Series B Preferred in satisfaction of $52,791 owed to it for services provided to the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~N/A~~Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial information required by this Item is attached hereto at the end of this report beginning on page ~~F-1~~37 and is hereby incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~N/A~~None.

ITEM 9A. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

Limitations on Effectiveness of Controls. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Management's Annual Report on Internal Control over Financial Reporting~~. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) under the Securities Exchange ~~Act). Our~~Act of 1934) and for the assessment of the effectiveness of internal control over financial ~~reporting is a process designed to provide reasonable assurance regarding~~reporting. Our management, with the ~~reliability~~participation of ~~financial reporting~~our Chief Executive Officer and ~~the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.~~

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

~~Our management~~Chief Financial Officer, evaluated the effectiveness of our ~~internal control over financial reporting~~disclosure controls and procedures as of December 31, ~~2015.~~2020. In making this assessment, ~~our~~ management used the ~~2013 Committee of Sponsoring Organizations of the Treadway Commission ("COSO") framework, an integrated framework for the evaluation of internal controls issued~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway ~~Commission.~~ Commission (COSO) in Internal Control — Integrated Framework (2013). The term “disclosure controls and procedures,” as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on ~~this~~our evaluation, our ~~management~~Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, ~~2015,~~2020, our disclosure controls and procedures were not effective at a reasonable assurance level as we do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, management will engage financial consultants and perform additional analysis and other procedures to help address this material weakness. Until remediation actions are fully implemented and the operational effectiveness of related internal controls are validated through testing, the material weaknesses described above will continue to exist.

Notwithstanding the assessment that our internal control over financial reporting was ~~effective.~~

~~This annual report does~~ not ~~include an attestation report of~~effective and that there is a material weakness as identified herein, we believe that our ~~registered public accounting firm regarding internal control over~~consolidated financial ~~reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report~~statements contained in this ~~annual report.~~Annual Report fairly present our consolidated financial position, results of operations and cash flows for the periods covered thereby in all material respects.

~~Changes.~~Changes in Internal Control Over Financial Reporting ~~During the most recent quarter ended December 31, 2015, there~~. There has been no change in our internal control over financial ~~reporting(as defined~~reporting identified in connection with the evaluation required by Rule ~~13a-15(f) and 15d-15(f) under~~13a-15(d) of the Exchange ~~Act)~~Act that occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS ~~PROMOTERS~~ AND ~~CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT~~CORPORATE GOVERNANCE

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each. There are no family relationships among any of our Directors and Executive Officers.

Name	Age		Position
Victor F. Keen	7479		Director, Co-Chairman
Simon Calton	40		Director, Co-Chairman
Michael A. Kraft	58		Chief Executive Officer ~~and Director~~
~~Ronald Robinson~~ Matthew Hoffman	7044		Chief Financial Officer
~~John O'Connor~~ Ron Dombrowski	6156		~~Chairman of the Board~~
~~Martin Keating~~	74	Director

Victor F. Keen ~~- Chief Executive Officer and~~ – Director, Co-Chairman

~~Victor F.~~Mr. Keen is a significant shareholder in the ~~largest shareholder~~Company and has been a member of ~~3DIcon, joined~~ the ~~board in~~Board since November ~~2007 and became CEO November 1, 2013.~~2007. Mr. Keen is a graduate of Harvard Law School and Trinity College. Until ~~recently~~November 2010 he was the chair of the Tax Practice Group at ~~the~~Duane Morris LLP, an international law firm ~~Duane Morris, LLP.~~and one of the 100 largest law firms in the world. In November 2010, Mr. Keen ~~has become~~became Of Counsel to the firm and ~~devotes~~has since devoted the majority of his time to ~~his~~charitable board memberships, as well as real estate investments ~~in New York City.~~and other ventures. For more than ten years Mr. Keen ~~has~~ served on the board of Research Frontiers (NASDAQ: REFR), a developer of “Smart Glass” through licensees around the world. For the past five years he has also served as the head of the Compensation Committee for Research Frontiers. Recently, Mr. Keen assumed the position of Board Observer for Egenix, Inc., a bioresearch firm focused on developing treatments for several specific cancers. Mr. Keen has been an active investor in a number of private companies, both start up and later stage, including: Lending Tree, acquired by IAC Interactive Corp. (NASDAQ:IACI)~~, a company controlled by Barry Diller;~~; Circle Lending, Inc., now part of Richard Branson’s Virgin ~~empire;~~Group; and Rollover Systems, Inc., a privately held company involved in the matching of individual IRA/pension accounts with appropriate managers. Mr. Keen is a co-founder and co-owner of Bantam Pharmaceutical LLC, a privately held biotechnology company founded in 2015 focusing on the discovery and development of innovative cancer therapies.

Simon Calton – Director, Co-Chairman

Simon Calton has over 13 years of experience in financing and company structuring and utilizes his experience to find opportunities in different sectors. Since 2008, Mr. Calton has structured a number of Alternative Investment Products geared around Construction and Development in the United States and United Kingdom. In 2012 he co-founded Carlton James Ltd, which specializes in funding specific projects and developments throughout the United States. In 2007 Mr. Calton co-founded Carlton James Private and Commercial, a project investment, pension administration service and global financing firm which helps to fund projects around the globe.

We believe Mr. Calton is qualified to serve on our board of directors because of his extensive business and management experience.

Michael A. Kraft – Chief Executive Officer

In addition to his role as CEO, Michael is a Mentor-in-Residence at the University of Michigan Technology Transfer Office and he is Founder/Managing Director of MKT Partners, LLC, an Executive Advisory and Interim C-Level firm focused on business development for materials science, performance materials and technology systems. Michael has served as an Executive in Residence for a large European PE Firm, CEO of Covaron Advanced Materials, Executive Officer and Vice President of Ceradyne Inc. (previously NASDAQ: CRDN), and GM at both Kulicke & Soffa and General Electric. As CEO/GM he has managed P&L’s from start-up to $300M and as a member of two executive teams grew shareholder value to >$1.4B by identifying critical business drivers, growing revenues and market share organically, building strategic partnerships, and completing accretive acquisitions. Michael completed the General Electric Crotonville Management Program with a Master of Management and Business from Penn State University. He holds a Bachelor of Science in Electrical Engineering & Systems Science from Michigan State University and recently extended his executive education by completing courses in Strategic Planning and Technology Marketing at CalTech.

Ron Dombrowski – ~~Ronald Robinson~~Director

Since August 2015, Mr. Dombrowski served as a member of Coretec’s Board of Directors. Between April 2015 and November 2015, he was Director of Sales and Marketing at Lifting Solutions Automation Inc. From August 2010 to April 2015, Mr. Dombrowski served as the Vice President of Sales and Marketing at Limited Solutions Automation Inc. He is a graduate of Southern Illinois University with degrees in Electrical Engineering and Management. Mr. Dombrowski has also attended executive education programs at University of Phoenix and Marquette University. Mr. Dombrowski has over 25 years of global sales and operations experience, growing and scaling both startups and Fortune 500 technology companies.

We believe that Mr. Dombrowski is qualified to serve on our board of directors because of his background in sales and operations experience.

Matthew Hoffman - Chief Financial Officer

~~Ronald Robinson~~Mr. Hoffman was appointed Chief Financial Officer on January 28, 2013. He was a partner in three large local CPA firms spanning the last forty years, the latest of which was Sutton Robinson Freeman & Co., PC, from 1999 through 2010, of which he was the managing partner and performed SEC/PCOAB audits for several clients, including 3DIcon Corporation. He has been an SEC compliance and accounting consultant for 3DIcon Corporation since 2010. He is licensed to practice by the Oklahoma Board of Accountancy and is a member of the American Institute of Certified Public Accountants and the Oklahoma Society of Certified Public Accountants. Mr. Robinson, CPA is a graduate of East Central University Ada, Oklahoma with a BS in Accounting.

~~John O' Connor - Chairman of the Board of Directors~~

~~John O'Connor has been a director~~ of the Company since October 2006. Mr. O’Connor is Chairman of the Board of the Tulsa law firm of Newton, O'Connor, Turner & Ketchum. He has practiced law in Tulsa since 1981, concentrating in the areas of corporate and commercial law. Mr. O’Connor has served two terms on ~~the board of the Oklahoma Bar Association-Young Lawyers Division, and~~June 30, 2020. Since May 2020, he has served ~~on several committees~~as Director of Finance of the ~~Tulsa County Bar Association. He is~~Company. Prior to joining the Company, Mr. Hoffman was the Executive Director of Finance at Covance, Inc., from March 2019 through February 2020. From 2014 through 2019, he was Chief Financial Officer of MI Bioresearch. In these prior roles, Mr. Hoffman was responsible for all financial aspects of early stage company growth through acquisition, business unit financial reporting and forecasting, system integration and guidance to ERP platform, budgeting and business structure development. His leadership skills enabled strong financial performance at his former companies by managing cash flow and scaling the organizations while achieving 30-40% compounded annual growth. In his most recent year with Covance, the company achieved a ~~former member of~~20 percent growth in revenue and 57 percent growth in profit over the ~~Oklahoma Academy of Mediators and Arbitrators, and has~~prior year. From November 2012 through April 2014, Mr. Hoffman served as a ~~Barrister in The Council Oak American Inn~~partner of ~~Court.~~

~~Mr. O'Connor is a regular presenter at continuing legal education seminars sponsored by the Oklahoma Bar Association~~Onset CFO, LLC, and, the University Of Tulsa College Of Law. Mr. O'Connor is a member of the American Bar Association, the Oklahoma Bar Association, and the Tulsa County Bar Association. He is admitted to practice before the U.S. District Court of the Northern District of Oklahoma and state courts in Oklahoma and the U.S. Tax Court. He is a member of the Cherokee Nation Bar Association. Mr. O’Connor received his law degree from ~~the University Of Tulsa College Of Law and his BA in political science from Oklahoma State University. He studied international law at the Friedreich Wilhelm RheinischeUniverstat in Bonn, Germany.~~

~~Martin Keating - Director~~

~~Martin Keating was Chief Executive Officer until August 8,~~January 2011 and has been a director of the Company since 1998. As the founder, chairman, and CEO of 3DIcon Corporation, Mr. Keating has applied his vision and efforts to the creation and development of breakthrough 3D technology. Prior to founding the company, Mr. Keating structured and managed numerous investment vehicles including the capitalization and NASDAQ listing of CIS Technologies, wherethrough October 2012, he served as ~~general counsel. He also completed financing~~Vice President of ~~the Academy Award-winning motion picture, “The Buddy Holly Story”. Mr. Keating has been a guest lecturer~~Finance & Administration at ~~several colleges and universities across the country. He has been featured on national television and radio programs including CNN, CNBC, HARD COPY, etc. In 1996, Mr. Keating published “The Final Jihad," a terrorist suspense novel which was excerpted four times by King Features Syndicate for more than 1,500 newspapers. Mr. Keating is an attorney licensed to practice law in Oklahoma and Texas.~~Ultra Electronics, AMI.

Audit Committee

On February 25, 2008, the Board of Directors created an Audit Committee ~~comprising~~comprised of Mr. Victor Keen. We intend to continue to evaluate the composition of our Audit Committee.

Compensation Committee

On February 25, 2008, the Board of Directors created a Compensation Committee ~~comprising~~comprised of Mr. Victor Keen. We intend to continue to evaluate the composition of our Compensation Committee.

Nomination and Corporate Governance Committee

On February 25, 2008, the Board of Directors created Nominations and Corporate Governance Committee comprising of Mr. Victor Keen. We intend to continue to evaluate the composition of our Nominations and Corporate Governance Committee.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Board Leadership Structure and Role in Risk Oversight

Althoughwe have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, in the past we determined that it was in the best interests of the Company and its shareholders to ~~combine~~keep these roles. From the inception of the Company through June 13, 2011, Martin Keating served as our Chairman and Chief Executive Officer. Due to the small size and early stage of the Company, we believe it was most effective to have the Chairman and Chief Executive Officer positions combined. Since June 13, 2011, the role of the Company’s Chief Executive Officer and the Chairman, or any member, of the Board of Directors was separated.two roles separate.

Our Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our Company's assessment of risks. Our Board of Directors focuses on the most significant risks facing our Company and our Company's general risk management strategy and ~~also ensure~~ensures that risks undertaken by us are consistent with the Board's appetite for risk. While the Board oversees our Company's risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our ~~company~~Company and that our board leadership structure and role in risk oversight is effective.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	4.	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to all of our officers, directors and employees.

Employment ~~Agreement~~Agreements

~~Employment Agreement - On March 13, 2012, the~~The Company entered into a ~~one (1) year Agreement for At-Will Employment~~consulting agreement dated March 20, 2017 with ~~Assignment of Inventions (“Employment Agreement”) with Mark Willner, pursuant to which~~ Mr. ~~Willner began serving as~~Michael A. Kraft, who became the Company’s ~~Chief Executive Officer.~~CEO. Under the terms of the ~~Employment Agreement,~~agreement the Company agreed to compensate Mr. ~~Willner~~Kraft, $1,500 per day for his commitment to allocate seven days a month (subsequently amended to ten day a month) to the Company and a $25,000 bonus payable in the Company’s restricted stock upon occurrence of certain events. Mr. Kraft was ~~entitled~~issued ten million options during August 2019 for (1) as compensation for the $25,000 bonus in the consulting agreement, (2) approximately $91,000 as payment for unpaid consulting fees and, (3) approximately $294,000 as additional compensation for his consulting services. During the years ended December 31, 2020 and 2019, the Company recognized $180,000 and $144,000 of expense respectively, under the terms of the agreement. Mr. Kraft was owed $51,720 and $95,966 in unpaid consulting fees and out of pocket expenses, which is included in accounts payable and accrued expenses as of December 31, 2020 and 2019 respectively.

On November 13, 2017, the Company hired Ramez Elgammal as Vice President of Technology. Elgammal leads research and development and intellectual property initiatives for the Company’s proprietary liquid silicon precursor, CHS. The one-year consulting agreement was effective as of November 15, 2017 and continued in full force and effect through November 14, 2018 whereupon the agreement was renewed on a month to month term. Under the terms of the agreement. Mr. Elgammal is compensated at the rate of $125 per hour. On February 3, 2020 Ramez Elgammal agreed to an ~~annual base salary~~addendum to his November 15, 2017 consulting agreement providing for the payment of ~~$180,000,~~certain amounts owed him in common shares of the Company. The addendum was related to the balance that was owed to Mr. Elgammal for consulting services on August 31, 2019 totaling $46,054. Under the terms of the addendum the $46,054 is to be paid one-half in cash, $23,027 and one-half in S8 stock $23,027, at a discount to the ~~discretion~~market of 30% of the average closing price of the previous fifteen (15) days prior to August 31, 2019, or 534,022 shares of S8 stock at a conversion price of $0.0431 per share. The Company recognized expenses of $54,003 for the year ended December 31, 2020.

The Company entered into a one-year consulting agreement with Michelle Tokarz effective February 10, 2020 and expiring February 9, 2021. Under the terms of the agreement, Tokarz will have the position of Business Development Consultant. Tokarz will be paid an hourly fee of $115 with a maximum of $1,000 per day and shall make up to ten days available to the Company each month. The Company recognized expenses of approximately $52,000 during the year ended December 31, 2020.

The Company entered into a one-year consulting agreement with Matthew Hoffman, doing business as Integrate Growth, LLC, effective May 18, 2020 and expiring May 19, 2021. Under the terms of the agreement, Hoffman had the position of Director of Finance. On June 30, 2020 Ron Robinson, Chief Financial Officer and Judith Keating, Corporate Secretary both retired from the Company. As part of the management transition plan Hoffman was elevated to Chief Financial Officer and Corporate Secretary on June 30, 2020. Hoffman will be paid a monthly fee of $6,000 and shall make up to twenty hours per week available to the Company for each week of each month. The Company recognized $42,000 of consultant expense to Hoffman for the year ended December 31, 2020.

Director Compensation

Our directors have not received monetary compensation for their service on the Board of Directors. Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

Except as below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

	●	Any of our directors or officers;
	●	Any person proposed as a nominee for election as a director;
	●	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
	●	Any member of the immediate family of any of the foregoing persons.

On December 27, 2019, The Group issued 123,330,807 shares of common stock (“Common Stock”) of the Company upon the conversion of debt held by certain holders (the “Legacy Holders”), which Legacy Holders consists substantially of the Company’s Co-Chairmen, Victor Keen and Simon Calton. The total outstanding debt converted was $2,711,359 (“Legacy Debt”), which consisted of $2,017,434 in outstanding principal and $693,925 in accrued interest.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

Director Independence

Because the Company’s Common Stock is not currently listed on a national securities exchange, the Company has used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

●

the director is, or at any time during the past three years was, an employee of the company;

●

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

●

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

●

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

●

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

●

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Based on this review of the Company’s Board of Directors, performance-based bonuses and/or salary increases. Pursuant to the Employment Agreement, the Company granted Mr. Willner five-year stock options to purchase 57,143 shares at a price equal to the average pricenone of the ~~five day period prior~~members are considered to ~~March 19, 2012 which was $0.35 (the “Strike Price”). Furthermore, since Mr. Willner remained employed by~~be independent under the Company at the end of each quarter ending June 30, 2012, September 30, 2012 and December 31, 2012, he received additional stock options to purchase 28,571.5 shares at the Strike Price. In addition, since the Company achieved certain quarterly business objectives, Mr. Willner received, at the end of each such quarterly period, a further grant of stock options to purchase 28,571.5 shares at the Strike Price. The estimated fair value of eachlisting standards of the ~~57,143 block~~Rules of ~~options, valued at $18,840, was determined using~~NASDAQ set forth in the Black-Scholes option pricing model and was charged to operations in March 2012, June 2012, September 2012 and December 2012. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 163% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 1.87% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.

~~On November 1, 2013, Mark Willner resigned as Chief Executive Officer of 3DIcon Corporation in order to allow Victor F. Keen to take over in his place as the Company’s Chief Executive Officer.~~

Mr. Willner’s resignation was not a result of any dispute with the Company. Furthermore, Mr. Willner assumed a strategic consulting role with the Company, focusing his efforts on the commercialization of and business development of the Company’s patented 3D display technology, CSpace®.

Mr. Keen, formerly Co-Chairman of the Company’s Board of Directors, remained a member of the Board while John M. O’Connor, also a former Co-Chairman, was elected as the sole Chairman of the Board. Mr. Keen has been a member of the Board since November 2007.

Employment Agreement - On March 16, 2012, the Company entered into a one (1) year Agreement for At-Will Employment with Assignment of Inventions (“Employment Agreement”) with George Melnik, pursuant to which Dr. Melnik began serving as the Company’s Senior Technical Advisor. Under the terms of the Employment Agreement, Dr. Melnik was entitled to an annual base salary of $144,000, and, at the discretion of the Company’s Board of Directors, performance-based bonuses and/or salary increases. Pursuant to the Employment Agreement, the Company granted Dr. Melnik five-year stock options to purchase 28,571 shares at a price equal to the average price of the five day period prior to March 16, 2012 which was $0.35 (the “Strike Price”). Furthermore, since Dr. Melnik remained employed by the Company at the end of each quarter ending June 30, 2012, September 30, 2012 and December 31, 2012, he received additional stock options to purchase 28,571 shares at the Strike Price. In addition, since the Company achieved certain quarterly business objectives, Dr. Melnik received, at the end of each such quarterly period, a further grant of stock options to purchase 28,571 shares at the Strike Price. The estimated fair value of each of the 28,571 block of options, valued at $9,420, was determined using the Black-Scholes option pricing model and was charged to operations in March 2012, June 2012, September 2012 and December 2012. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 163% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 1.87% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.

The Employment Agreement could be terminated with or without reason by either the Company or Dr. Melnik and at any time, upon sixty (60) days written notice. The Employment Agreement was mutually terminated on November 30, 2014.

Employment Agreement - On January 28, 2013, the Board of Directors of the Company appointed Ronald Robinson to serve as the Company’s Chief Financial Officer. Accordingly, the Company decided not to renew its agreement with Christopher T. Dunstan pursuant to which Mr. Dunstan served as the Company’s Interim Chief Financial Officer. The Company’s appointment of Mr. Robinson and decision not to renew its agreement with Mr. Dunstan was not as a result of any disagreement between the Company and Mr. Dunstan.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. During the year ended December 31, 2015, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.NASDAQ Manual.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth all compensation earned in respect of our Co-Chairman, Chief Executive ~~Officer~~Officers and ~~those individuals who received compensation in excess of $100,000 per year, collectively referred to as the named executive officers,~~our Chief Financial Officer for our last three completed fiscal years.

SUMMARY COMPENSATION TABLE

The following information is furnished for the years ended December 31, ~~2015, 2014~~2020, 2019 and ~~2013~~2018 for our ~~principal executive officer~~Co-Chairman, Chief Executive Officer and ~~the two most highly compensated officers other than~~ our ~~principal executive officer who was serving as such at the end of our last completed fiscal year:~~Chief Financial Officers.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation ($)		Earnings All Other Compensation ($)		Total ($)

Simon Calton Co-Chairman	2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2019	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2018	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Victor Keen Co-Chairman	2020	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2019	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2018	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Michael A. Kraft CEO*	2020	$	180,000	$	-	$	-	$	-	$	-	$	-	$	-	$	180,000
	2019	$	144,000	$	25,000	$	294,132	$	-	$	-	$	-	$	-	$	463,132
	2018	$	126,000	$	-	$	-	$	-	$	-	$	-	$	-	$	126,000

Matthew Hoffman CFO**	2020	$	42,000	$	-	$	37,446	$	-	$	-	$	-	$	-	$	79,446
	2019	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2018	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Ronald Robinson Former CFO***	2020	$	40,200	$	-	$	-	$	-	$	-	$	-	$	-	$	40,200
	2019	$	72,000	$	-	$	20,500	$	-	$	-	$	-	$	-	$	92,500
	2018	$	72,000	$	-	$	-	$	-	$	-	$	-	$	-	$	72,000

Name &
Principal
Position Year Salary
($) Bonus
($) Stock
Awards
($) Option
Awards
($) Non-Equity
Incentive Plan
Compensation ($) Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings
($) All Other
Compensation ($) Total
($)
Victor Keen 2015 $ 150,000 $ - $ - $ - $ - $ - $ - $ 150,000
CEO* 2014 $ 150,000 $ - $ - $ - $ - $ - $ - $ 150,000
2013 $ - $ - $ - $ - $ - $ - $ - $ -

Mark Willner 2015 $ - $ - $ - $ - $ - $ - $ - $ -
Former CEO ** 2014 $ 162,000 $ - $ - $ - $ - $ - $ - $ 162,000
2013 $ 173,000 $ - $ - $ 75,360 $ - $ - $ - $ 248,300

Ronald Robinson 2015 $ 72,000 $ - $ - $ - $ - $ - $ - $ 72,000
CFO **** 2014 $ 72,000 $ - $ - $ - $ - $ - $ - $ 72,000
2013 $ 66,000 $ - $ - $ - $ - $ - $ - $ 66,000

Chris Dunstan 2015 $ - $ - $ - $ - $ - $ - $ - $ -
Former CFO *** 2014 $ - $ - $ - $ - $ - $ - $ - $ -
2013 $ 5,000 $ - $ - $ - $ - $ - $ - $ 5,000

Martin Keating 2015 $ - $ - $ - $ - $ - $ - $ - $ -
Director & 2014 $ - $ 5,000 $ - $ - $ - $ - $ - $ 5,000
Former CEO 2013 $ - $ - $ - $ - $ - $ - $ - $ -

Hakki Refai 2015 $ 36,000 $ - $ - $ - $ - $ - $ - $ 36,000
2014 $ 144,000 $ - $ - $ - $ - $ - $ - $ 144,000
2013 $ 144,000 $ - $ - $ - $ - $ - $ - $ 144,000

*	~~Victor Keen~~ Michael A. Kraft was appointed CEO ~~November 1, 2013 and waived any compensation for 2013.~~in March 2017.

~~Mark Willner~~Matthew Hoffman was appointed CFO in June 2020 and was a consultant to the ~~Company’s Chief Executive Officer from March 19, 2012 to November 1, 2013. See the “Employment Agreement” section for a discussion of Mr. Willner’s compensation arrangement.~~Company between May 2020 and June 2020.

***	~~On January 28, 2013, the Company decided not to renew its agreement with Christopher T. Dunstan pursuant to which Mr. Dunstan served~~Ron Robinson resigned from his position as ~~the Company’s Interim Chief Financial Officer.~~

~~****~~	~~Ronald Robinson was appointed~~ CFO of the Company ~~effective January 28, 2013.~~ in June 2020.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth with respect to grants of options to purchase our common stock to the executive officers as of December 31, ~~2015:~~2020:

Name Number of
Securities
Underlying
Unexercised
Options
#
Exercisable Number of
Securities
Underlying
Unexercised
Options
#
Un-exercisable Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
# Option
Exercise
Price
$ Option
Expiration
Date Number
of
Shares
or Units
of Stock
That
Have Not
Vested
# Market
Value
of
Shares
or Units
of Stock
That
have
not
vested
$ Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares Units
or Other
Rights That
Have Not
Vested # Equity
Incentive
Plan
Awards
Market or
Payout
Value of
Unearned
Shares Units
or Other
Rights That
have not
Vested
$
Victor Keen, CEO 11,078,538 - $ 0.01 to 0.234 2018-2022 - - - -
Mark Willner,
former CEO 228,572 - - $ 0.35 2017 - - - -

Name	Number of Securities Underlying Unexercised Options # Exercisable		Number of Securities Underlying Unexercised Options # Un- exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options #		Option Exercise Price $			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested #		Market Value of Shares or Units of Stock That have not vested $		Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights That Have Not Vested #		Equity Incentive Plan Awards Market or Payout Value of Unearned Shares Units or Other Rights That have not Vested $
Victor Keen, former CEO		1,338		-		-	$70	to	$420	2021	-	2022		-		-		-		-
Michael A. Kraft, CEO		10,208,160		-		-	$.04	to	$0.24	2024	-	2027		-		-		-		-
Matthew L. Hoffman, CFO		250,000		750,000		-			$.065			2025		750,000		-		-		-

Director Compensation ~~2015~~2020

Name Fees
Earned or
Paid in
Cash ($) Stock
Awards
($) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($) All Other
Compensation
($) Total ($)
Victor Keen $ 150,000 - $ - - - - $ 150,000
Martin Keating $ - - $ - - - - $ -
John O'Connor $ - - $ - - - - $ -
Sidney Aroesty $ - - $ - - - - $ -

Name

Fees
Earned or
Paid in
Cash ($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)

All Other
Compensation
($)

Total ($)

Victor Keen

Simon Calton

Ron Dombrowski

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information about shares of common stock beneficially owned as of March ~~30, 2016~~12, 2021 by:

●

each director;

·
	●	each officer named in the summary compensation table;

·
	●	each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and

·
	●	all directors and executive officers as a group.

Number of
Shares
Beneficially Percentage
Name of Beneficial Owner (1) Owned (7) Class of Stock Outstanding (2)(7)
Victor F. Keen, CEO, Director(3)(7) 67,848,690 Common 4.68 %

Ronald Robinson , CFO(4)(7) 222,426 Common * %

Martin Keating , Director(5)(7) 2,635,524 Common * %

John O'Connor, Director (6)(7) 2,968,888 Common * %

All directors and executive officers as a group (4 persons) 73,675,527 Common 5.07 %

Name of Beneficial Owner	Common Stock Beneficial Ownership(1)		Percent of Class(2)			Series A Preferred Beneficial Ownership		Percent of Class(10)
Named Executive Officers and Directors:

Victor Keen (3)		98,577,083		41.18	%		265,000		76.81	%

Michael A. Kraft (4)		10,208,160		4.09	%		-		-

Matthew Hoffman (5)		250,000		*			-		-

Simon Calton (6)		16,818,760		7.03	%		-		-

Ronald Dombrowski (7)		3,644,920		1.80	%		-		-

All directors and executive officers as a group (5 person)		129,498,923		51.84	%		265,000		76.81	%

Other 5% Stockholders:

Carlton James Ltd (8)		27,017,391		11.29	%		-		-

Diversified Alpha Fund (9)		24,699,105		9.99	%		-		-

Armistice Capital Master Fund Ltd. (11)		23,500,000		9.82	%		-		-

*less than 1%

~~Less than 1%~~

(1)

Number of Shares Beneficially Owned include the conversion of all Series B Preferred shares into common stock.

~~(1)~~

~~Unless otherwise indicated, the address of each beneficial owner listed below is c/o 3DIcon Corporation, 6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma 74136.~~

(2)

~~Applicable percentage~~

Percentage ownership is determined based on ~~1,384,399,001~~shares owned together with securities exercisable or convertible into shares of common stock ~~outstanding as~~within 60 days of ~~March [*], 2016.~~the date of this report, for each stockholder. Beneficial ownership is determined in accordance with the rules of the ~~Securities and Exchange Commission~~SEC and generally includes voting or investment power with respect to securities. ~~Options to acquire~~Furthermore, the percentages set forth in this column are based on the 239,267,102 issued and outstanding shares of common stock ~~that are currently exercisable or exercisable within 60 days of~~on March [*], 2016 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage.12, 2021.

~~(3)~~

(3)

Represents ~~3,020,152~~94,528,679 shares owned by Mr. Keen and (i) ~~11,078,538~~3,958,733 shares, representing his pecuniary interest in shares held by Carlton James Ltd., (ii) 1,338 shares issuable upon exercise of the options held by Mr. Keen, and (iii) 88,333 shares issuable upon the conversion of 265,000 shares of Series A preferred stock held by Mr. Keen. Victor Keen is a Co-Chairman of the Company’s Board of Directors.

(4)

Represents 10,208,160 shares issuable upon exercise of vested options held by Mr. Kraft. Michael A. Kraft is the Company’s Chief Executive Officer.

(5)

Represents 250,000 shares issuable upon exercise of vested options held by Mr. Hoffman but excludes 750,000 shares issuable upon exercise of options that do not vest within 60 days. Matthew Hoffman is the Company’s Chief Financial Officer.

(6)

Represents 5,771,131 shares owned by Mr. Calton and 11,047,629 shares, representing his pecuniary interest in shares held by Carlton James Ltd. Simon Calton is the Co-Chairman of the Company’s Board of Directors.

(7)

Represents 3,644,920 owned by Mr. Dombrowski. Ronald Dombrowski is a Director on the Company’s Board of Directors.

(8)

Shares held by Carlton James Ltd., are controlled by Simon Calton, the Co-Chairman of the Company’s Board of Directors.

	(9)	Represents 16,727,920 shares owned by Diversified Alpha Fund (DAF) and 7,971,185 shares issuable upon conversions, which conversions are subject to a 9.99% ownership limitation, of outstanding balances under a Credit Agreement and related Promissory Note entered into by the Company and DAF. DAF is managed and controlled by Mollitium Investment Management.

	(10)	Calculated on the basis of 345,000 issued and outstanding shares of Series A Convertible Preferred Stock as of March 12, 2021.

(11)

The shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The number of shares excludes 134,000,000 shares of common stock issuable upon exercise of vested options to purchase 11,078,538 shares of common stock at a weighted average of $0.09 per share; (ii) 1,500,000 shares of common stock issuable upon conversion of a $15,000 Convertible Note; (iii) 19,000,000 shares of common stock issuable upon conversion of a 265,000 shares of Series A convertible Preferred stock; (iv) 20,000,000 common stock issuable upon conversion of a $60,000 convertible Note assuming a $0.003 conversion price; (v) 13,250,000 shares of common stock issuable upon exercise ofthe pre-funded warrants ~~to purchase shares of common stock. Victor Keen is our Chief Executive Officer~~ and ~~Director. Does not include~~ the ~~1,193,582 shares of Series B Preferred held by Mr. Keen or the Common Stock into which the Series B Preferred are convertible.~~

~~(4)~~	~~Represents 178,366 shares owned by Mr. Robinson, 999 shares in Mr. Robinson’s IRA, and 43,061 shares owned by Robinson, Freeman, PC, a corporation~~warrants, both of which Mr. Robinson owns a 50% interest. Ronald Robinson is our Chief Financial Officer. Does not include the 85,771 shares of Series B Preferred held by Mr. Robinson or the Common Stock into which the Series B Preferred are ~~convertible.~~
~~(5)~~	~~Represents (i) 1,942,499 shares of common stock owned by Mr. Keating, (ii) 286,453 options~~subject to certain beneficial ownership limitations. Armistice Capital and (iii) 406,572 shares of common stock owned by Mr. Keating's wife, Judy Keating. Does not include the 19,266 shares of Series B Preferred held by Mr. Keating or the Common Stock into which the Series B Preferred are convertible.
~~(6)~~	Represents (i) 3,143 shares of common stock owned by Mr. O'Connor and (ii) 2,857 shares of common stock owned by the John M. and Lucia D. O'Connor Revocable Living Trust over which Mr. O'Connor has voting and investment control and, (iii) 619,205 shares owned by Newton O’Connor & Ketchum (“NOTK”), a corporation of which Mr. O’Conner is partial owner; (iv) 1,144,710 shares of common stock issuable upon conversion of a $29,007 Convertible Note owned by NOTK; and (v) 1,198,973 options and warrants owned by Mr. O'Connor or NOTK. Does not include the 50,149 shares of Series B Preferred held by NOTK or the Common Stock into which the Series B Preferred are convertible.
~~(7)~~	~~None~~Steven Boyd disclaim beneficial ownership of the ~~beneficially owned shares or percentages of the outstanding include shares of Common Stock into which the respective holdings of Series B Preferred could be converted. Due~~securities except to the ~~lack~~extent of ~~authorized and unreserved shares of Common Stock,~~their respective pecuniary interests therein. The business address for the ~~Company~~Master Fund is currently unable to issue shares of Common Stock, even if the holders of Series B Preferred stock were to request conversion. However, if the Company had enough authorized shares, each share of Series B Preferred owned by the respective officer or director would be convertible into 1,914 shares of Common Stock.c/o Armistice Capital, LLC, 510 Madison Avenue 7th Floor, New York 10022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Other than as set forth below, during~~

Related Party Transactions

The Company entered into a consulting agreement dated March 20, 2017 with Mr. Michael A. Kraft, who became the ~~last two fiscal years there have not been any relationships, transactions, or proposed transactions to which 3DIcon was or is to be a party, in which any~~Company’s CEO. Under the terms of the ~~directors, officers, or 5% or greater stockholders (or any immediate family thereof) had or is to have a direct or indirect material interest.~~

3DIcon has engaged the law firm of Newton, O'Connor, Turner & Ketchum as its outside corporate counsel from 2005 through 2008 and certain legal services subsequent to 2008. John O'Connor, a director of 3DIcon, is the Chairman of Newton, O'Connor, Turner & Ketchum.

~~Subsequent to December 31, 2015,~~agreement the Company issued an aggregate of 1,589,010 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) in connection with Securities Purchase Agreements (the “Securities Purchase Agreements”) dated December 11, 2015. Pursuant the Securities Purchase Agreements, the Company had agreed to ~~issue, and on March 23, 2016 issued,~~compensate Mr. Kraft, $1,500 per day for his commitment to ~~certain officers, directors, consultants and service providers (collectively, “Recipients”) and the Recipients had agreed~~allocate seven days a month (subsequently amended to accept, and on March 23, 2016 received, shares of Series B Preferred in consideration for the satisfaction, in lieu of cash payment, of an aggregate of $1,105,402.72 owed by the Company to the Recipients. Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares of Common Stock. Among the Recipients were (i) Victor F. Keen, the Company’s Chief Executive Officer, who received 1,193,582 shares of Series B Preferred in satisfaction of $685,354.62 owed to him under certain notes, in connection with certain advances he providedten days a month) to the Company and a $25,000 bonus payable in the Company’s restricted stock upon occurrence of certain events. Mr. Kraft was issued ten million options during August 2019 for ~~services he provided~~(1) as compensation for the $25,000 bonus in the consulting agreement, (2) approximately $91,000 as payment for unpaid consulting fees and, (3) approximately $294,000 as additional compensation for his consulting services. During the years ended December 31, 2020 and 2019, the Company recognized $180,000 and $144,000 of expense respectively, under the terms of the agreement. Mr. Kraft was owed $51,720 and $95,966 in unpaid consulting fees and out of pocket expenses, which is included in accounts payable and accrued expenses as of December 31, 2020 and 2019 respectively.

At December 31, 2018 the Company had an aggregate balance of $971,500 of advances due to Mr. Victor Keen, Co-Chairman of the Board of Directors. During the year ended December 31, 2019 Mr. Keen advanced the Company an additional $135,000, such that an aggregate amount of $1,106,500 was due to Mr. Keen under the terms of certain promissory notes and convertible debentures (“the Notes”) which were included in notes payable – related party (see Note 6 of the consolidated financial statements). The Notes along with accrued interest of $342,292, were converted to common stock on December 27, 2019. Interest expense related to the ~~Company; (ii) Ronald W. Robinson,~~Notes was $112,969 for the ~~Company’s Chief Financial Officer, who received 85,771 shares~~year ended December 31, 2019.

At December 31, 2018, the Company had an aggregate balance of ~~Series B Preferred~~$775,934 of advances due to CJL, a company owned by Mr. Simon Calton, a director of the Company. During the years ended December 31, 2019, CJL, advanced an additional $135,000 such that as of November 30, 2019, an aggregate amount of $910,934 was due to CJL under the terms of two loans (“Loans”), which were included in ~~satisfaction~~notes payable-related parties (see Note 6 of ~~$90,291.25 owed~~the notes to ~~him for services he provided~~financial statements). The Loans along with accrued interest of $351,633 were converted to common stock on December 27, 2019. Interest expense related to the ~~Company; (iii) Martin Keating, a Director of~~Loans was $112,695 for the Company, who received 19,266 shares of Series B Preferred in satisfaction of $20,280.82 owed to him under certain notes and for services he provided to the Company; and (iv) Newton, O'Connor, Turner & Ketchum, PC, a law firm of which John O’Connor, a Director of the Company, is a partner, that received 50,149 shares of Series B Preferred in satisfaction of $52,791.49 owed to it for services provided to the Company.year ended December 31, 2019.

Director Independence

~~Of the members of the Company's Board of Directors,~~As discussed above, none of the members are considered to be independent under the listing standards of the Rules of NASDAQ set forth in the NASDAQ ~~Manual.~~Manual

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by our principal ~~accountant~~accountants for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, ~~2015~~2020 and ~~2014~~2019 were ~~approximately $72,000~~$60,000 and ~~$68,700,~~$70,000, respectively.

Audit-Related Fees

The aggregate fees billed by our principal accountant for assurance and advisory services that were related to the performance of the audit or review of our financial statements for the fiscal years ended December 31, ~~2015~~2020 and ~~2014~~2019 were $0 and $0, respectively.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning for the fiscal years ended December 31, ~~2015~~2020 and ~~2014~~2019 were $0 and $0, respectively.

All Other Fees

The aggregate fees billed for products and services provided by our principal accountant for the fiscal years ended December 31, ~~2015~~2020 and ~~2014~~2019 were $0 and $0, respectively.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

PART IV

ITEM 15. EXHIBITS

3.1	Certificate of Incorporation (1)

3.2	Bylaws (1)

3.3	Amended Certificate of Incorporation (1)

3.4	Amended Certificate of Incorporation (1)

3.5	Amended Certificate of Incorporation (1)

3.6	Amended Certificate of Incorporation (3)

3.7	Amended Certificate of Incorporation (6)

3.8	Amendment to the Bylaws as of April 4, 2013 (14)

3.9	Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock (20)

3.10	Certificate of Designation of Preferences, Rights and Limitation of Series B Convertible Preferred Stock (23)

~~4.1~~ 3.11	Certificate of Amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (25)

3.12	Amended Certificate of Incorporation (31)

4.1*	Description of Securities

4.2	Convertible Promissory Note dated August 1, 2012 issued to JMJ Financial (7)

~~4.2~~ 4.3	Form of Convertible Bridge Note (8)

~~4.3~~ 4.4	Form of Convertible Debenture dated June 25, 2013 (18)

~~4.4~~ 4.5	Senior Convertible Note dated October 1, 2013 (19)

~~4.5~~ 4.6	Convertible Promissory Note dated March 5, 2015 (22)

~~4.6~~ 4.7	Convertible Note dated March 4, 2015 (22)

10.1	Securities Purchase Agreement (1)

10.2	Amendment No. 1 to Securities Purchase Agreement and Debenture (1)

10.3	Registration Rights Agreement dated November 3, 2006(1)

10.4	$100,000 convertible debenture (1)

~~10.4~~ 10.5	~~$100,000 convertible debenture (1)~~

~~10.5~~	$1.25 million convertible debenture dated November 3, 2006 (1)

10.6	Common Stock Purchase Warrant (1)

10.7
~~10.7~~	Sponsored Research Agreement by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)

10.8
~~10.8~~	Sponsored Research Agreement Modification No. 1 by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)

10.9
~~10.9~~	Sponsored Research Agreement Modification No. 2 by and between 3DIcon Corporation and the Board of Regents of the University of Oklahoma (1)

10.10	Amendment No. 2 to Securities Purchase Agreement, Debentures, and Registration Rights Agreement (2)

10.11

~~10.11~~

Securities Purchase Agreement dated June 11, 2007 (2)

10.12	$700,000 Convertible Debenture (2)

10.13	$1.25 million convertible debenture dated November 21, 2007 (4)

10.14	Registration Rights Agreement dated November 21, 2007 (4)

10.15	Agreement to Convert Debt to Stock dated November 30, 2010 (5)

10.16	Agreement for At-Will Employment with Assignment of Inventions, dated June 13, 2011 (9)

10.17	Agreement for At-Will Employment with Assignment of Inventions, dated March 19, 2012 (10)

10.18	Registration Rights Agreement dated August 1, 2012 (11)

10.19	Form of Securities Purchase Agreement (8)

10.20	Amendment Agreement dated December 21, 2012 (12)

10.21	Form Amendment Agreement dated January 26, 2013 (13)

10.22	Third Amendment to Securities Purchase Agreement and Convertible Note, dated July 22, 2013 (15)

10.23	Settlement Agreement, dated July 17, 2013 (16)

10.24	Order Granting Approval of Settlement Agreement, dated July 26, 2013 (16)

10.25	Second Amendment to Securities Purchase Agreement and Convertible Note, dated July 30, 2013 (17)

10.26	Securities Purchase Agreement, dated October 1, 2013 (19)

10.27	Common Stock Purchase Warrant, dated October 1, 2013 (19)

10.28	Form of Common Stock Purchase Warrant (20)

10.29	Form of Securities Purchase Agreement (20)

10.30	Mutual Release, dated January 17, 2014 (21)

10.31
~~10.31~~	Stipulation of Dismissal with Prejudice, dated January 22, 2014 (21)

10.32	Securities Purchase Agreements dated December 11, 2015 (23)

10.33	Share Exchange Agreement dated May 31, 2016 (24)

~~31.1~~ 10.34	Supply Agreement date December 13, 2016 (26)

10.35	Option Agreement dated November 15, 2017 (27)

10.36	Settlement Agreement and General Release dated June 29, 2018 (28)

10.37	Credit Agreement dated as of October 4, 2019 (29)

10.38	Promissory Note dated as of October 4, 2019 (29)

10.39	Warrant dated as of October 4, 2019 (29)

10.40	Supply Agreement dated as of June 25, 2020 (30)

10.41*	Consulting Agreement dated May 18, 2020, by and between the Company and Matthew Hoffman

21.1*	Subsidiaries

23.1*	Consent of HoganTaylor LLP

31.1*	Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

31.2*
~~31.2~~	Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

~~32.1~~ 32.1*	Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

~~32.2~~ 32.2*	Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

101.INS	XBRL Instance

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation

101.DEF

~~101.DEF~~	XBRL Taxonomy Extension Definition

101.LAB	XBRL Taxonomy Extension Labels

101.PRE	XBRL Taxonomy Extension Presentation

* Filed herewith

(1)	Incorporated by reference to Form SB-2 as filed on December 15, 2006 (File No. 333-139420) and subsequently withdrawn on February 5, 2007

(2)	Incorporated by reference to Form SB-2 as filed on June 14, 2007 (File No. 333-143761)

(3)	Incorporated by reference to Current Report on Form 8-K as filed on December 23, 2010 (File No. 333-143761)

(4)	Incorporated by reference to Current Report on Form 8-K as filed on November 26, 2007 (File No. 333-143761)

(5)	Incorporated by reference to Current Report on Form 8-K as filed on December 7, 2010 (File No. 333-143761)

~~(4)~~ (6)	~~Incorporated by reference to Current Report on Form 8-K as filed on November 26, 2007 (File No. 333-143761)~~

~~(5)~~	~~Incorporated by reference to Current Report on Form 8-K as filed on December 23, 2010 (File No. 333-143761)~~

~~(6)~~	Incorporated by reference to Current Report on Form 8-K as filed on May 2, 2012 (File No. 333-143761)

(7)
~~(7)~~	Incorporated by reference to Current Report on Form 8-K as filed on August 7, 2012 (File No. 000-54697)

(8)	Incorporated by reference to Current Report on Form 8-K as filed on August 31, 2012 (File No. 000-54697)

(9)	Incorporated by reference to Current Report on Form 8-K as filed on June 14, 2011 (File No. 333-143761)

(10)
~~(10)~~	Incorporated by reference to Current Report on Form 8-K as filed on March ~~21,~~20, 2012 (File No. 333-143761)

(11)	Incorporated by reference to Current Report on Form 8-K as filed on August 7, 2012 (File No. 000-54697)

(12)	Incorporated by reference to Current Report on Form 8-K as filed on December 31, 2012 (File No. 000-54697)

(13)	Incorporated by reference to Current Report on Form 8-K as filed on January 31, 2013 (File No. 000-54697)

(14)
~~(14)~~	Incorporated by reference to Current Report on Form 8-K as filed on April 5, 2013 (File No. 000-54697)

(15)	Incorporated by reference to Current Report on Form 8-K as filed on July 26, 2013 (File No. 000-54697)

(16)	Incorporated by reference to Current Report on Form 8-K as filed on July 31, 2013 (File No. 000-54697)

(17)	Incorporated by reference to Current Report on Form 8-K as filed on August 5, 2013 (File No. 000-54697)

(18)
~~(18)~~	Incorporated by reference to Quarterly Report on Form 10-Q as filed on August 14, 2013 (File No. 000-54697)

(19)	Incorporated by reference to Current Report on Form 8-K as filed on October 7, 2013 (File No. 000-54697)

(20)	Incorporated by reference to Current Report on Form 8-K as filed on December 13, 2013 (File No. 000-54697)

(21)	Incorporated by reference to Current Report on Form 8-K as filed on January 28, 2014 (File No. 000-54697)

(22)	Incorporated by reference to Quarterly Report on Form 10-Q as filed on May 15, 2015 (File No. 000-54697)

(23)	Incorporated by reference to Current Report on Form 8-K as filed on March 24, 2016 (File No. 000-54697)

(24)	Incorporated by reference to Current Report on Form 8-K as filed on June 1, 2016 (File No. 000-54697)

(25)	Incorporated by reference to Current Report on Form 8-K as filed on October 6, 2016 (File No. 000-54697)

(26)	Incorporated by reference to Current Report on Form 8-K as filed on December 19, 2016 (File No. 000-54697)

(27)	Incorporated by reference to Current Report on Form 8-K as filed on December 6, 2017 (File No. 000-54697)

(28)	Incorporated by reference to Current Report on Form 8-K as filed on July 2, 2018 (File No. 000-54697)

(29)	Incorporated by reference to Current Report on Form 8-K as filed on October 15, 2019 (File No. 000-54697)

(30)	Incorporated by reference to Current Report on Form 8-K as filed on June 30, 2020 (File No. 000-54697)

(31)	Incorporated by reference to Current Report on Form 8-K as filed on June 22, 2017 (File No. 000-54697)

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

To the Stockholders and the Board of Directors ~~and Stockholders~~of The Coretec Group Inc.

We have audited the accompanying consolidated balance sheets of ~~3DIcon Corporation~~The Coretec Group Inc. and its subsidiary (the Company) as of December 31, ~~2015~~2020 and ~~2014, and~~2019, the related consolidated statements of operations, stockholders' ~~deficiency,~~equity (deficiency) and cash flows for the years then ~~ended.~~ ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on ~~these~~the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our~~As part of our audits ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~Company's internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit also includes~~

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements ~~referred~~that were communicated or required to ~~above present fairly, in all~~be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material ~~respects,~~to the financial ~~position~~statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of ~~3DIcon Corporation~~critical audit matters does not alter in any way our opinion on the financial statements, taken as ~~of December 31, 2015~~a whole, and ~~2014, and~~we are not, by communicating the ~~results of its operations and its cash flows for~~critical audit matters below, providing separate opinions on the ~~years then ended, in conformity with U.S. generally accepted accounting principles.~~critical audit matters or on the accounts or disclosures to which they relate.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.~~ Patent Impairment Assessment

As ~~discussed~~described further in Note 1 to the consolidated financial statements, the Company reviews patents for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. In performing the review for impairment, management makes significant estimates and assumptions related to the use of the patents and forecasts of future undiscounted cash flows. The net balance of the patents was approximately $1,100,000 as of December 31, 2020.

Given the significant assumptions made by management regarding the Company's discretionary strategic decisions to use the patent technology in the future and the uncertainty of the outcome of the use of the technology, performing audit procedures required a high degree of auditor judgment and was impacted by the nature of audit evidence regarding the matter.

Our audit procedures related to the patent impairment assessment included the following, among others:

As described further in Note 2 to the consolidated financial statements, the Company has realized net losses each year from inception through December 31, 2020, and has negative working capital as of December 31, 2020. The Company determined these, and other factors, raised substantial doubt as to the Company's ability to continue as a going concern one year from the issuance date of the consolidated financial statements. The Company believes that the capital raise after December 31, 2020, is ~~a development stage company having insufficient revenues and capital commitments~~sufficient to fund ~~the~~ development of its planned ~~products. This raises~~products and pay operating expenses for at least one year following the issuance of these consolidated financial statements, which alleviates any substantial doubt about the Company's ability to continue as a going concern. ~~Management's plan~~In making this determination, management prepared a short-term cash flow projection. Management used significant assumptions in ~~regard~~preparing the short-term cash flow projection, which included expected operating costs and financing obligations.

The principal considerations for our determination that the evaluation of management's going concern analysis was a critical audit matter are the significant judgment and subjectivity from management when evaluating the uncertainty related to ~~these matters is also described~~the Company's future cash flow projection and a high degree of auditor judgment in ~~Note 1. The financial statements do not include any adjustments that might result from~~evaluating management's forecasts for at least the ~~outcome~~next 12 months.

Our audit procedures related to the evaluation of ~~this uncertainty.~~management's forecasted expenditures and going concern analysis included the following, among others:

F - 4

THE CORETEC GROUP INC.

~~3DIcon CORPORATION~~

CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS' DEFICIENCY~~STOCKHOLDERS’ EQUITY (DEFICIENCY)

~~Years Ended December~~YEARS ENDED DECEMBER 31, ~~2015~~2020 and ~~2014~~

Preferred Stock Common Stock Additional
Par Par Paid-In Accumulated
Shares Value Shares Value Capital Deficit Total
Balance December 31, 2013 195,000 $ 39 248,191,414 $ 49,638 $ 18,618,714 $ (20,004,871 ) $ (1,336,480 )
Warrants and options exercised - - 1,347 1 513,389 - 513,390
Debentures converted - - 245,458,693 49,092 287,460 - 336,552
Stock issued for services - - 28,205,571 5,641 102,859 - 108,500
Stock issued for liabilities - - 13,131,828 2,626 3,641 - 6,267
Preferred stock and options issued for cash 190,000 38 - - 155,036 - 155,074
Preferred stock converted to common shares (30,000 ) (6 ) 3,000,000 600 (594 ) - -
Warrants issued to purchase common stock - - - - 34,926 - 34,926
Shares subject to expired put calls restored - - 1,685,714 337 485,312 - 485,649
Net loss for the year - - - - - (1,253,704 ) (1,253,704 )
Balance December 31, 2014 355,000 71 539,674,567 107,935 20,200,743 (21,258,575 ) (949,826 )
Warrants and options exercised - - 200 - 76,245 - 76,245
Debentures converted - - 751,618,655 150,324 149,880 - 300,204
Stock issued for services - - 46,747,170 9,350 50,651 - 60,001
Stock issued for liabilities - - 31,912,663 6,382 68,618 - 75,000
Preferred stock converted to common shares (10,000 ) (2 ) 1,000,000 200 (198 ) - -

Net loss for the period - - - - - (900,415 ) (900,415 )
Balance December 31, 2015 345,000 $ 69 1,370,953,255 $ 274,191 $ 20,545,939 $ (22,158,990 ) $ (1,338,791 )

~~See notes to financial statements~~2019

~~F-4~~

	Series A Preferred Stock				Common Stock				Additional
			Par				Par		Paid-In			Accumulated
	Shares		Value		Shares		Value		Capital			Deficit			Total
Balance December 31, 2018		345,000	$	69		68,474,520	$	13,695	$	2,166,745		$	(3,639,808	)	$	(1,459,299	)
Debentures converted to common stock		-		-		91,788,776		18,358		1,999,077			-			2,017,435
Common stock issued for liabilities		-		-		472,486		94		18,960			-			19,054
Common stock issued for interest and accrued interest		-		-		31,542,031		6,308		687,616			-			693,924
Common stock issued for services		-		-		1,243,693		249		39,557			-			39,806
Beneficial conversion feature of notes payable		-		-		-		-		281,837			-			281,837
Warrants issued		-		-		-		-		60,593			-			60,593
Options issued for compensation and services		-		-		-		-		881,500			-			881,500
Net loss		-		-		-		-		-			(1,854,385	)		(1,854,385	)
Balance December 31, 2019		345,000	$	69		193,521,506	$	38,704	$	6,135,885		$	(5,494,193	)	$	680,465
Warrants issued		-		-		-		-		135,705			-			135,705
Beneficial conversion feature of notes payable		-		-		-		-		1,049,826			-			1,049,826
Common stock issued for liabilities		-		-		337,353		67		11,403			-			11,470
Common stock issued for services		-		-		1,364,366		273		61,704			-			61,977
Options issued for compensation and services		-		-		-		-		92,496			-			92,496
Notes payable converted to common stock		-		-		16,727,920		3,346		546,654			-			550,000
Exchange of stock options for common stock		-		-		1,800,000		360		(360	)		-			-
Net loss		-		-		-		-		-			(1,844,982	)		(1,844,982	)
Balance December 31, 2020		345,000	$	69		213,751,145	$	42,750	$	8,033,313		$	(7,339,175	)	$	736,957

See notes to consolidated financial statements

~~3DIcon CORPORATION~~

F - 5

THE CORETEC GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Years ended December~~YEARS ENDED DECEMBER 31, ~~2015~~2020 and ~~2014~~2019

2015 2014
Cash Flows from Operating Activities
Net loss $ (900,415 ) $ (1,253,704 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services 60,001 108,500
Amortization of debt issuance costs 16,523 77,109

Change in:
Prepaid expenses and other assets (4,172 ) (3,230 )
Accounts payable and accrued liabilities 685,572 420,911

Net cash used in operating activities (142,491 ) (650,414 )

Cash Flows from Financing Activities
Proceeds from stock and warrant sales, exercise of warrants and warrant exercise advances 54,710 539,310
Proceeds from issuance of debentures, notes and options 121,764 215,500
Cash paid on debentures (57,347 ) (140,680 )

Net cash provided by financing activities 119,127 614,130

Net change in cash (23,364 ) (36,284 )
Cash, beginning of period 34,485 70,769

Cash, end of period $ 11,121 $ 34,485

Supplemental Disclosures
Cash paid for interest $ 28,462 $ 11,928
Non-Cash Investing and Financing Activities
Conversion of debentures to common stock (net) $ 300,204 $ 336,552
Stock issued to satisfy payables $ 75,000 $ 6,267

	2020			2019
Cash Flows from Operating Activities
Net loss	$	(1,844,982	)	$	(1,854,385	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		126			756
Amortization - patents		80,229			80,229
Amortization - debt discount		572,091			55,839
Options issued for services		92,496			765,631
Common stock issued for services		61,977			39,806
Common stock issued for interest		-			225,664
Change in:
Prepaid expenses		(91,142	)		(52,844	)
Deposits		(15,371	)		-
Accounts payable and accrued liabilities		(208,326	)		126,845

Net cash used in operating activities		(1,352,902	)		(612,459	)

Cash Flows from Financing Activities
Payments on notes payable		(69,709	)		(117,129	)
Proceeds from debt and warrants issued		1,386,681			806,503
Payments on debt issue cost		-			(22,767	)
Net cash provided by financing activities		1,316,972			666,607

Net change in cash		(35,930	)		54,148
Cash, beginning of period		58,149			4,001

Cash, end of period	$	22,219		$	58,149

Supplemental Disclosure of Cash flow Information
Cash paid during the period for interest	$	84,366		$	50,237
Non-Cash Financing Activities
Notes payable converted to common stock	$	550,000		$	2,017,434
Stock options exchanged for common stock	$	360		$	-
Options issued for accounts payable	$	-		$	115,869
Common stock issued to satisfy liabilities	$	11,470		$	487,315
Recognition of beneficial conversion feature	$	1,049,826		$	281,837

See notes to consolidated financial statements

~~F-5~~

F - 6

~~3DIcon CORPORATION~~THE CORETEC GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – ~~Organization~~ Business and ~~Operations~~Summary of Significant Accounting Policies

~~Organization~~Nature of Business

The Coretec Group Inc. (the “Group”) (formerly 3DIcon ~~Corporation (the "Company"~~Corporation) (“3DIcon”) was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. ~~The initial focus of First Keating Corporation was to market and distribute books written by its founder, Martin Keating.~~ During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. The effective date of this transition is January 1, 2001, and the financial information presented is from that date through the current period. The Company accounted for this transition as a reorganization and accordingly, restated its capital accounts as of January 1, 2001. From January 1, 2001, ~~the Company's~~3DIcon’s primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation 3D display technologies.

Coretec Industries, LLC (“Coretec”), is a wholly owned subsidiary of the Group (collectively the “Company”). The Company is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but not limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring).

~~Uncertainties~~Reverse Acquisition

On May 31, 2016, the Group entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and four Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On September 30, 2016 (the “Closing Date”), the Group closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to the Group in exchange for the Group’s issuance of an aggregate 4,760,872 shares of the Group’s Series B Convertible Preferred Stock to the Members (the “Exchange”). Coretec became a wholly owned subsidiary of the Group and the former Members beneficially owned approximately 65% of the Group’s common stock on a fully diluted basis on the Closing Date. Upon the closing of the Share Exchange Agreement, two of the Group’s Directors resigned and three new Directors associated with Coretec were nominated and elected, giving control of the board of directors to former Coretec Members.

Basis of Presentation

Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the acquisition is treated as a “reverse acquisition” under the purchase method of accounting. The consolidated statements of operations herein reflect the historical results of Coretec prior to the completion of the reverse acquisition since it was determined to be the accounting acquirer, and do not include the historical results of operations for 3DIcon prior to the completion of the acquisition. 3DIcon’s assets and liabilities were consolidated with the assets and liabilities of Coretec as of the September 30, 2016 consummation of the acquisition.

Principles of Consolidation

The accompanying financial statements have been prepared on a going concern basis. The Company is in the development stage and has insufficient revenue and capital commitments to fund the development of its planned product and to pay operating expenses.

The Company has realized a cumulative net loss of $22,158,990 for the period from inception (January 1, 2001) to December 31, 2015, and a net loss of $900,415 and $1,253,704 for the years ended December 31, 2015 and 2014, respectively.

The ability of the Company to continue as a going concern depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Given the reduced reliance on federal funding discussed in Note 5, the Company is committed to exploring possible acquisitions, partnerships, or other strategic transactions involving direct or indirect funding for the Company. Accordingly, the Company formed a committee comprised of Mark Willner, Chairman of the Company’s Business Advisory Board, Doug Freitag and Victor Keen to lead in this effort. As the Company has previously reported, the Company’s technology has attracted significant interest and support from large and small companies and institutions, including Raytheon, Boeing, Lockheed, Schott Defense (our Joint Development Agreement partner), the Institute for Human Machine Cognition, and major health care institutions. Currently the Company is in conversations with several companies involving a possible affiliation or other strategic transaction.

Additionally, under the terms of the Golden State 4.75% Convertible Debenture due on December 31, 2016, Golden State is obligated to submit conversion notices in an amount such that Golden State receives 1% of the outstanding shares of the Company every calendar quarter for a period of one year. In connection with each conversion, Golden State is expected to simultaneously exercise a percentage of warrants equal to the percentage of the principal being converted. The warrants are exercisable at $381.50 per share. The number of warrants exercisable is subject to certain beneficial ownership limitations contained in the 4.75% Convertible Debenture (“the Beneficial Ownership Limitations”). The Beneficial Ownership Limitations prevent Golden State from converting on the 4.75% Convertible Debenture or exercising warrants if such conversion or exercise would cause Golden State’s holdings to exceed 9.99% of the Company’s issued and outstanding common stock. Subject to the Beneficial Ownership Limitations and provided that Golden State is able to sell the shares under Rule 144, Golden State is required to convert $85.71 of the 4.75% Convertible Debenture and exercise 857 warrants per month. Based upon the current stock price, the issued and outstanding sharesconsolidated balance sheets as of December 31, ~~2015~~2020 and ~~ignoring~~2019 and the ~~impact~~consolidated statements of the Beneficial Ownership Limitations, the Company may receive up to $327,000 per month in funding for the duration of the debenture from Golden State as a result of warrant exercises. However, due to the Beneficial Ownership Limitations, the Company only received $54,710 in advances from Golden State during the year ended December 31, 2015. Such advances are recorded within warrant exercise advances on the balance sheets when received.

~~F-6~~

~~The Company is in discussions with Golden State Equity Investors to modify the normal means by which we access funds. This would provide the Company with greater flexibility~~operations and ~~control over the issuance of shares and not further limit our access to operating and growth capital.~~

~~Joint Development Agreement with Schott Defense~~

~~Additionally, the Company is continuing to pursue financing through private offering of debt or common stock.~~

~~Note 2 – Summary of Significant Accounting Policies~~

~~Research and development~~

~~Research and development costs, including payments made to the University pursuant to the SRA, are expensed as incurred (see Note 4).~~

~~Stock-based compensation~~

~~The Company accounts for stock-based compensation arrangements for employees in accordance with~~~~Accounting Standards Codification ("ASC") No. 718, Compensation-Stock Compensation~~. The Company recognizes expenses for employee services received in exchange for stock based compensation based on the grant-date fair value of the shares awarded. The Company accounts for stock issued to non-employees in accordance with the provisions of ASC~~No. 718.~~

~~Income taxes~~

~~The Company accounts for income taxes in accordance withASC No. 740~~~~, Income Taxes.~~~~This standard~~requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, this standard requires the recognition of future tax benefits, such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not. The amount of deferred tax liabilities or assets is calculated using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

~~Net loss per common share~~

~~The Company computes net loss per share in accordance with ASC No. 260,~~~~Earnings Per Share~~~~. Under the provisions of this standard~~, basic net loss per common share is based on the weighted-average outstanding common shares. Diluted net loss per common share is based on the weighted-average outstanding shares adjusted for the dilutive effect of warrants to purchase common stock and convertible debentures. Due to the Company's losses, such potentially dilutive securities are anti-dilutive for all periods presented. The weighted average number of potentially dilutive shares is 42,819,790cash flows for the years then ended ~~December 31, 2015~~include the accounts of the Group and ~~2014.~~ its wholly owned subsidiary, Coretec. Intercompany transactions and balances have been eliminated in consolidation.

~~F-7~~

Use of ~~estimates~~Estimates

The preparation of consolidated financial statements in conformity with ~~U. S. generally accepted accounting principles~~U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

~~Debt issue costs~~Reclassification

Certain amounts in the prior period year balance sheet and statement of operations have been reclassified to conform to the presentation of the current year. These reclassifications were immaterial and had no effect on the previously reported net loss.

F - 7

Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded over the estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Patents

The Company ~~defers~~acquired patents valued at $1,400,000 in conjunction with the reverse acquisition discussed in Note 1. As these intangible assets have finite lives based on the patents' expiration dates, they are amortized on a straight-line basis over their useful lives.

Goodwill

Goodwill was acquired with the reverse acquisition discussed in Note 1. The Company evaluates the carrying value of goodwill on an annual basis and ~~amortizes~~between annual evaluations if events occur or circumstances change that would more likely than not reduce the ~~legal~~fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and ~~filing fees associated with long-term debt~~market-based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no impairment charges were recognized.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment and patents, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is ~~issued. These costs are primarily related~~not recoverable on an undiscounted cash flow basis, impairment is recognized to the ~~convertible debentures,~~extent that the ~~majority of which have a one year term. The amortization~~carrying value exceeds its fair value. Fair value is ~~charged to operations over the one year term~~determined through various valuation techniques including discounted cash flow models, quoted market values and ~~then adjusted quarterly for debenture conversions to common stock.~~third-party independent appraisals, as considered necessary.

Fair ~~value~~Value of ~~financial instruments~~Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company:

Current assets and current liabilities –- The carrying value approximates fair value due to the short maturity of these items.

~~Debentures~~Notes payable –- The fair value of the Company's ~~debentures~~notes payable has been estimated by the Company based upon the liability's characteristics, including interest ~~rate.~~rates, embedded instruments and conversion discounts. The carrying value approximates fair ~~value.~~value after taking into consideration the liability’s characteristics.

~~Note 3 –~~ Basic and Diluted Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	December 31,
	2020		2019
Options		20,212,174		20,716,557
Warrants		2,190,000		570,000
Series A convertible preferred stock		115,000		115,000
Convertible debt		38,753,799		14,448,285
Total potentially dilutive shares		61,270,973		35,849,842

F - 8

Research and Development

Research and development costs are expensed as incurred. Research and development costs amounted to approximately $152,000 and $149,000 for the years ended December 31, 2020 and 2019, respectively.

Income Taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company’s tax benefits are fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

The following is a summary of recent accounting pronouncements that are relevant to the Company:

In ~~April 2015,~~January 2017, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU 2015-03,~~Accounting Standards Update ("ASU") 2017-04, ~~Interest~~ Intangibles – ~~Imputation of Interest (Subtopic 835-30),~~ Goodwill and Other (Topic 350): Simplifying the ~~Presentation of Debt Issuance Costs~~. The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidanceTest for debt issuance costs are not affected by this update. The provisions of ASU 2015-03 are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The guidance in this ASU is to be applied on a retrospective basis. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

~~In August 2014, the FASB issued ASU 2014-15,~~ ~~Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.~~ The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

~~The FASB has issued ASU 2014-09,~~~~Revenue from Contracts with Customers~~Goodwill Impairment. This ASU ~~supersedes~~simplifies the ~~revenue recognition requirements in FASB ASC 605 - Revenue Recognition and most industry-specific guidance throughout~~subsequent measurement of goodwill by eliminating Step 2 from the ~~Codification. The standard requires that~~goodwill test. Under Step 2, an entity ~~recognizes revenue~~had to ~~depict~~perform procedures to determine the ~~transfer of promised goods or services to customers in an amount that reflects~~fair value at the ~~consideration to which the company expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB deferred the effective~~impairment testing date of ~~ASU No. 2014-09 from annual periods beginning after December 15, 2016 to annual periods beginning after December 15, 2017. This ASU should~~its assets and liabilities following the procedure that would be ~~applied retrospectively to each prior reporting period presented or retrospectively with~~required in determining the cumulative effect of initially applying the ASU recognized at the date of initial application. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

~~F-8~~

~~The FASB has issued ASU 2014-12,~~~~Compensation - Stock Compensation~~~~(ASC Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.~~This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of assets acquired and liabilities assumed in a business combination. Instead, an entity should measure goodwill impairment and test by comparing the ~~award. This update further clarifies that compensation cost should be recognized in~~fair value of a reporting unit with its carrying amount. The Company adopted this standard effective January 1, 2020 and will apply the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.standard on a prospective basis. The adoption of this standard did not have a material impact on ~~the Company's~~its consolidated financial position and results of operations.

~~Note 4 – Sponsored Research Agreement ("SRA") Common Stock Subject to Put Rights and Call Right~~

~~Since April 20, 2002,~~In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after adopting ASU 2020-06, the Company will no longer separately present the embedded conversion feature of its convertible debt within stockholders’ equity and interest expense is expected to decrease due to the elimination of the related debt discount amortization. ASU 2020-06 is effective for the Company in the first quarter of 2024, with early adoption permitted in the first quarter of 2021 and may be adopted using either a full or modified retrospective approach. The Company intends to adopt ASU 2020-06 under the modified retrospective approach for the 2021 fiscal year effective January 1, 2021. Adoption is expected to result in an approximate $989,000 decrease in additional paid in capital from the derecognition of the beneficial conversion feature, $863,000 increase in long term debt from the derecognition of the discount associated with the beneficial conversion feature and $126,000 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the amortization of the beneficial conversion feature. The adoption and financial adjustments will be included in the Company’s next reporting period.

Note 2 – Recent Capital Financing and Management’s Plans

The Company has realized a cumulative net loss of $7,339,175 for the period from inception (June 2, 2015) to December 31, 2020, negative working capital of $240,417 and no revenues. As of December 31, 2020, these conditions raised substantial doubt about the Company’s ability to continue as a going concern for a year following the balance sheet date of these consolidated financial statements. As of December 31, 2020, the Company had insufficient revenue and capital commitments to fund the development of its planned products and to pay operating expenses. The ability of the Company to continue as a going concern depended on the Company’s capital raising efforts to fund the development of its planned products.

As a result of the securities purchase agreement and capital raise of $6,000,000 subsequent event to December 31, 2020 (see Note 9), management believes that the Company has ~~entered into~~sufficient capital commitments to fund the development of its planned products and to pay operating expenses for a ~~number~~period of ~~SRA’s with~~more than one year following the ~~University~~issuance of ~~Oklahoma (“OU”)~~these consolidated financial statements. Consequently, the substantial doubt about the Company's ability to continue as ~~follows:~~a going concern has been alleviated. Management is committed to utilizing this capital to expand and accelerate the development of its CHS technology, while scaling business functions and appropriately adding resources necessary for future growth.

F - 9

Note 3 – Property and Equipment

~~Phase I: “Pilot Study~~Property and equipment consist of the following:

	December 31, 2020		December 31, 2019
Furniture and Fixtures	$	-	$	13,286
Less: Accumulated Depreciation		-		13,160
Totals	$	-	$	126

Depreciation expense amounted to ~~Investigate Digital Holography,” April 20, 2004.~~$126 and $756 for the years ended December 31, 2020 and 2019, respectively. The Company ~~paid OU $14,116.~~moved headquarters from Tulsa, OK to Ann Arbor, MI during June 2020. At that time, the Company sold all furniture and reported a gain on sale of assets of $1,250.

~~Phase II: “Investigation of 3-Dimensional Display Technologies,” April 15, 2005, as amended. The Company paid OU $528,843.~~

Phase III: “3-Dimensional Display Development.” The Company made partial payment to OU by issuing 121,849 post-split equivalent shares (4,264,707 pre-split shares) with a market price of $290,000 on October 14, 2008 and final payment on December 1, 2010 in the amount of $525,481 of which $40,481 was in cash and 1,685,714 post-split equivalent shares (59,000,000 pre-split) of Company stock (the “Shares”). The Shares were subject to an OU ‘put’ right and a 3Dicon ‘call’ right.

~~OU “Put” Rights on the Shares~~

First “put” period: December 1, 2012 to November 30, 2013. If the shares (held plus previously sold) were valued at less than $100,000 then OU could “put” one-tenth of the shares for $50,000 plus accrued interest retro-active to December 1, 2012 less the value of sold shares.

Second “put” period: December 1, 2013 to November 30, 2014. If the shares (held & previously sold) were valued at less than $970,000 than OU could “put” the remaining shares for $485,000 plus accrued interest retro-active to December 1, 2012 less the value of shares previously sold or redeemed during the first “put.”Note 4 – Patents

The “put” periods expired without OU taking any action. The shares have therefore been restored to the equity section of the Balance Sheet as of December 31, 2014 as the shares are no longer subject to the put and call options.following table sets forth patents:

~~3DIcon “Call” rights on the Shares~~

Commencing December 1, 2012, the Company shall have the right to “call” the shares for an amount equal to $970,000 less the amount (if any) of prior shares by OU including amounts “put” to 3DIcon.

Patents	December 31, 2020			December 31, 2019
Gross Carrying Amount	$	1,400,000		$	1,400,000
Accumulated Amortization		(340,974	)		(260,745	)
Net Book Value	$	1,059,026		$	1,139,255

The ~~SRA also amended~~patents were acquired with the ~~previously existing agreements between~~September 30, 2016 reverse acquisition. Amortization expense for the ~~Company~~next five fiscal years and ~~OU such that all intellectual property, including all inventions and or discoveries, patentable or un-patentable, developed before July 28, 2008 by OU under the SRA~~thereafter is owned by OU. All intellectual property, including all inventions and/or discoveries, patentable or un-patentable, developed jointly by the Company and OU at any time is jointly owned by the Company and OU. Finally, all intellectual property developed by the Company after July 28, 2008, including all inventions and or discoveries, patentable or un-patentable, is owned by the Company.

~~F-9~~

~~Note 5 – OCAST Grant~~

In July 2013, the Company was awarded a two year grant from OCAST. This was the second $300,000 grant received from OCAST. The first grant was completed in August 2012. This matching grant was for a total of $300,000 and commenced September 1, 2013. The Company received $5,122 in funding duringexpected to be approximately $80,000 annually through the year ended December 31, ~~2015. The funds were being used to support the development~~2034.

Note 5 – Debt

Notes payable and long-term debt consists of the ~~Company’s first Product Platform, which will be the basis for a family of products based on the Company’s CSpace® volumetric 3D display technology.~~following:

	December 31,			December 31,
	2020			2019
Notes payable:
6.3% Insurance premium finance agreement due July 2020	$	-		$	39,138
3.8% Insurance premium finance agreement due June 2021		46,580			-
Total notes payable	$	46,580		$	39,138

Long term debt:
10% Promissory note due January 2024		1,275,000			475,000
Less:
Beneficial conversion feature		(862,775	)		(273,422	)
Warrants issued		(106,167	)		(59,108	)
Debt issue costs		(39,460	)		(21,962	)
Net long term debt	$	266,598		$	120,508

~~The grant was cancelled in March 2015 upon the resignation of Dr. Hakki Refai, the principal investigator under the grant.~~

F - 10

~~Note 6 – Consulting Agreements~~

3.8% Insurance premium finance agreement, due June 2021

~~Concordia Financial Group~~

The Company entered into ~~a one-year Independent Consulting Agreement with Concordia Financial Group (“Concordia”) effective November 1, 2007, and month-to-month thereafter. Under the terms of~~an insurance financing agreement in August 2020 totaling $77,151. The monthly payments under the agreement Concordia will serve as liaison to Golden State Investors, Inc. and provide business strategy services by assisting the Company by reviewing and evaluating the Company's plans, personnel, board composition, technology, developmentare due in ten installments of business models, building financial models for projections, developing materials to describe the Company, developing capital sources and assisting and advising the Company in its financial negotiations with capital sources. Concordia also advises with respect to effective registration of offerings of Company securities, the management team, the Company's development of near and long-term budgets, marketing strategies and plans, and assists in presentations related to the above services. Concordia is paid a monthly fee of $15,750. Concordia, at its option, may take up to 100% of this monthly fee in registered stock at 50% discount to market; and the Company, at its option, may pay up to 50% of Concordia's monthly invoice in registered stock, at 50% discount to market, provided that the payment of stock is made within ten (10) days of receipt of invoice and further provided that the stock trades above $.30 per share at any time during the last business day of the month. Market is defined as the five day average of closing prices immediately preceding the last business day of the calendar month in which the invoiced services were rendered. The monthly fee was reduced to $15,000 monthly effective June 1, 2013 under the revised terms of the agreement. Effective March 1, 2014 the agreement was revised again to reduce the monthly fee to $12,500 monthly.$7,849. The Company ~~incurred consulting fees of $150,000 and $155,000, respectively for services from Concordia during each of~~made the ~~years ended December 31, 2015 and 2014, under the terms of the agreement.~~first installment payment in September 2020.

6.3% Insurance premium finance agreement due July 2020

~~Bayside Materials Technology~~

The Company entered into ~~a Consulting Agreement with Bayside Material Technology (“Bayside”) effective November 1, 2013. Under the terms~~an insurance financing agreement in September 2019 totaling $61,503. The agreement was due in eleven installments of ~~the agreement Bayside will provide consulting services in the area of Federal Business Development. Bayside is paid an hourly fee of $176 for each hour of consulting time.~~$5,591 through July 2020. The Company ~~incurred consulting fees~~paid the balance due of ~~$54,330 and $90,244 for~~$39,138 during the ~~years~~year ended December 31, ~~2015 and 2014 respectively.~~2020.

~~Note 7 – Debentures and Notes Payable~~

~~Debentures payable consist of the following:~~

December 31, December 31,
2015 2014
Senior convertible Debentures
10% Convertible debenture to directors due June 30, 2016 $ 30,000 $ 30,000
10% Convertible debenture due June 30, 2016 29,007 29,007
4.75% Convertible debenture due December 2016 64,395 65,095
5% Convertible note due December 2015 - 74,502
10% Convertible bridge notes due August 2015 - 147,187
10% Convertible bridge note to director due June 30, 2016 60,000 60,000
Total Debentures Payable $ 183,402 $ 405,791

4.75%

~~F-10~~

~~10%~~ Convertible ~~Debentures to Directors due June 30, 2016~~

On June 24, 2013, the Company issued to Victor Keen and Martin Keating, Directors of the Company, (“Directors”) 10% convertible debentures in a principal amount of $15,000 each, due June 26, 2014 and subsequently extended to December 31, 2015. The Directors may elect to convert all or any portion of the outstanding principal amount of the debentures at an exercise price of $0.01 per share. Provided that the debentures are paid in full on or before the maturity date, no interest shall accrue on the unpaid balance of the principal amount. In the event that the debentures are not paid in full on or before the maturity date, interest shall accrue on the unpaid outstanding balance of the principal amount of the debentures from June 26, 2013, until paid, at the fixed rate of ten percent (10%) per annum. Accordingly, interest is being accrued under the terms of the debenture.

~~10% Convertible Debenture due Newton, O'Connor, Turner & Ketchum, due June 30, 2016~~

~~On December 20, 2012, the Company issued to Newton, O'Connor, Turner & Ketchum (“NOTK”) a 10% convertible~~ debenture ~~in a principal amount of $29,007, initially~~ due September 30, 2013 and extended to December 31, 2015. NOTK may elect to convert all or any portion of the outstanding principal amount of the debenture at an exercise price of $0.02534 per share. The Company was indebted to NOTK for legal services performed for the Company and reimbursement of expenses in rendition of those services for the period ended December 31, 2012. The debenture was issued in settlement of the indebtedness.

~~4.75% Convertible Debenture due December 31, 2016~~ 2019

On November 3, 2006, the Company issued to Golden State a 4.75% convertible debenture in a principal amount of $100,000, due December 31, 2014, subsequently extended to December 31, ~~2016~~2018 and most recently extended to September 30, 2019 and warrants to buy ~~28,571~~61 post-split equivalent shares of common stock at a post-split exercise price of $114,450 per share. On January 8, 2018, Golden State converted $225 of the 4.75% convertible debenture into 244,618 shares of common stock at $0.0009 per share and exercised 0.2143 warrants at $114,450 per share for $24,525. On May 24, 2018, Golden State converted $225 of the 4.75% convertible debenture into 396,635 shares of common stock at $0.0006 per share and exercised 0.2143 warrants at $114,450 per share and advanced $23,766 cash for the exercise. On October 15,2019, the Company paid the balance due on the debenture of $63,675 along with the accrued interest due of $26,065.

10% Promissory note due January 2024, net

On October 4, 2019, the Company entered into a Credit Agreement and related Promissory Note with Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC (DAF), the Lender. DAF is a segregated portfolio fund of Navigator Global Fund Manager Platform SPC. DAF is managed and controlled by Mollitium Investment Management (Mollitium). Mollitium utilizes Diversified Global Investment Advisors Ltd. (DGIA) to act in an advisory role. DGIA maintains an Investment Committee to support the services to Mollitium. Simon Calton serves as part of this five-member investment committee and in accordance with the investment committee’s guidelines, Mr. Calton does not participate in matters or voting that pertain to the Company due to his conflict of interest. Investment advice provided by DGIA to Mollitium are recommendations only and the final decision on actions are the responsibility of Mollitium. Carlton James Global Management, Ltd (CJGM) serves as a distributer of investments by introducing funds available to the market of which DAF is included in CJGM’s group of funds. Compensation to CJGM occurs when investments are made into funds that they introduce. CJGM is part of the Carlton James Group of which Mr. Calton is CEO.

The 10% Promissory Note, in a principal amount of $2,500,000, is due February 15, 2024 and has attached warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of ~~$381.50~~$0.052 per share. In connection with each conversion, Golden State is expected to simultaneously exercise a percentage of warrants equal to the percentage of the principal being converted. During the year ended December 31, 2015, Golden State converted $700 of the $100,000 debenture into 59,974,884 shares of common stock, exercised warrants to purchase 200 shares of common stock at $381.50 per share based on the formula in the convertible debenture. Additionally Golden State advanced $54,710 against future exercises of warrants of which $76,246 was applied to the exercise of warrants leaving $55 of unapplied advances at December 31, 2015. The conversion price for the 4.75% $100,000 convertible debenture is the lesser of (i) $140 or (ii) 80% of the average of the five lowest volume weighted average prices during the twenty (20) trading days prior to the conversion. If Golden State elects to convert a portion of the debenture and, on the day that the election is made, the volume weighted average pre-split price is below $0.70, the Company shall have the right to prepay that portion of the debenture that Golden State elected to convert, plus any accrued and unpaid interest, at 135% of such amount.

~~5% Convertible Bridge Notes due December 2015~~

On June 6, 2012 and August 1, 2012, the Company issued and sold convertible promissory notes (the “5% Notes") in aggregate principal amount of $415,000 to JMJ Financial (“JMJ”). The 5% Notes includes a $40,000 original issue discount (the “OID”) that will be prorated based on the advances actually paid to the Company. During 2015, JMJ earned $13,504 OID and accrued interest. During 2015, JMJ converted $63,504 of the 5% Notes into 43,000,000 shares of common stock at an average of $0.002 per share based on the formula in the 5% Notes. In addition to the OID, the 5% Notes provides for a one-time interest charge of 5% to be applied to the principal sum advanced. Pursuant to the terms of 5% Notes, JMJ may, at its election, convert all or a part of the $275,000 note and the $140,000 note into shares of the Company's common stock at a conversion rate equal to the lesser of (i) $0.15 and $0.35, respectively or (ii) 70% of the lowest trade price during the twenty-five trading days prior to JMJ’s election to convert. If the Company repays the 5% Notes on or before ninety days from the date it was issued, the interest rate will be zero percent. If the Company does not repay the 5% Notes on or before ninety days from the date it was issued, a one-time interest charge of 5% shall be applied to the principal. The Company did not repay the 5% Notes within the ninety day period. The principal of the 5% Notes is due one year from the date of each of the principal amounts advanced.

~~F-11~~

~~10% Convertible Debenture due August 2015~~

On August 15, 2014, the Company issued and sold to an accredited investor a Convertible Debenture (the “10% Debenture”) in the principal amount of $150,000. The 10% Debenture included a 3% original issue discount. Accordingly, the Company received $145,500 gross proceeds, from which the Company paid legal and fees of $5,000. During the year ended December 31, 2015, the holder of the 10% Debenture, converted $150,000 of the 10% Debenture and $15,000 of accrued interest into 172,431,667 shares of common stock at an average of $0.0001 per share based on the formula in the 5% Notes. The 10% Debenture has a maturity date of August 15, 2015 and carries a 10% interest rate. Subject to a 4.99% beneficial ownership limitation, the holder of the 10% Debenture may, at any time, elect to convert all or any portion of the outstanding principal amount of the 10% Debenture into shares of Common Stock at a conversion price equal Sixty Five Percent (65%) of the lowest traded VWAP, determined on the then current trading market for the Company’s common stock, for 15 trading days prior to conversion.

~~10% Convertible Bridge Note due June 30, 2016~~

~~5% Convertible Note due March 2017~~

In March 2015, the Company issued and sold a convertible note (the “March 2015 5% Note") in aggregate Principal Sum of $250,000 to JMJ. The 5% Note includes a $25,000 OID that will be prorated based on the advances actually paid (the “Principal Sum”) to the Company. During the year ended December 31, 2015, JMJ advanced $30,000 on the 5% Note and earned $3,084 of OID. In addition to the OID, the March 2015 5% Note provides for a one-time interest charge of 5% to be applied to the Principal Sum. If the Company repays the 5% Note on or before ninety days from the date of the principal amount advanced, the interest rate will be zero percent. If the Company does not repay the March 2015 5% Note on or before ninety days from the date of the advance, a one-time interest charge of 5% shall be applied to the Principal Sum. Pursuant to the terms of March 2015 5% Note, JMJ may, at its election, convert all or a part of the $250,000 note into shares of the Company's common stock at a conversion rate 70% of the lowest trade price during the twenty-five trading days prior to JMJ’s election to convert. The principal of the March 2015 5% Note is due two years from the date of each of the principal amounts advanced. During the year ended December 31, 2015, JMJ converted $33,084 of the 5% Debenture into 199,128,571 shares of common stock at an average of $0.0002 per share based on the formula in the 5% Notes.

~~22% Promissory Note due March 2016~~

In March 2015, the Company issued and sold a convertible note (the “5% Promissory Note") in aggregate Principal Sum of $87,500 to Typenex Co-Investment, LLC, (“Typenex”). The 5% Promissory Note includes a $7,500 OID that will be prorated based on the advances actually paid to the Company. Accordingly during 2015, the Company received $80,000 gross proceeds from which the Company paid legal and documentation fees of $20,000 and placement agent fees of $6,750. In addition to the OID, the 5% Promissory Note provides for a one-time interest charge of 5% to be applied to the principal of the 5% Promissory Note. If the Company repays the 5% Promissory Note on or before ninety days from the date of the principal amount advanced, the interest rate will be zero percent. If the Company does not repay the 5% Promissory Note on or before ninety days from the date of the advance, a one-time interest charge of 5% shall be applied to the Principal Sum. Accordingly, $8,066 of interest has been added to the note. Pursuant to the terms of 5% Promissory Note, Typenex may, at its election, convert all or a part of the $87,500 principal and interest thereon of the 5% Promissory Note into shares of the Company's common stock at a conversion rate 70% of the lowest trade price during the twenty-five trading days prior to the election to convert. Under the terms of the 5%Credit Agreement, DAF will fund the Promissory Note ~~the company is required to maintain a reserve~~in sixteen (16) tranches in amounts of ~~authorized~~$125,000 and ~~unissued common stock equal to three times the number of common shares necessary to convert the total outstanding balance~~$175,000 per month beginning in October 2019. The funding of the 5% Note (the “Share Reserve”). On July 28, 2015 the Company informed Typenex that there were insufficient common stock available to maintain the Share Reserve and therefore an event of default occurred. Under the terms of the default, a 15% default interest rate is applied to the outstanding principle of the note and the note begins to accrue interest at 22%. Accordingly, $13,781 of default interest was added to the note and the note began accruing interest at 22%. During the year ended December 31, 2015, Typenex converted $52,000 of the 5% Note into 277,083,333 shares of common stock at an average of $0.0002 per share based on the formula in the 5% Note. Additionally the Company paid Typenex $57,347 in settlement fees under the terms of the note and retired the remaining balance of the note. The principal of the 5% Promissory Note ~~was due one year~~is at the discretion of DAF and may differ from the ~~March 2015 effective date.~~

~~F-12~~

~~Note 8 – Common Stock and Paid-In Capital~~

~~Downgraded from the OTCQB to the OTC Pink~~

On September 2, 2014, the Company received notification from OTC Markets that because the Company’s common stock, which trades under the symbol TDCP, has not had a minimum closing bid price of $.01 during a thirty day period; it was downgraded from the OTCQB to the OTC Pink, effective September 3, 2014. On March 26, 2014, OTC Markets had announced a series of rule changes to take place between May 1, 2014 and April 1, 2015. These rules set forth new qualifications and fees for quotation of securities on the various tiers of OTC Markets. One such change requires that a company’s stock have a minimum closing bid price of $.01 for at least one day in any consecutive thirty day period to continue being quoted on the OTCQB.

The Company has the option of filing an application for reinstatement to have its common stock quoted on the OTCQB. The Company’s common stock could be reinstated to the OTCQB commencing at such time as it has had a minimum closing bid price of $.01 for any consecutive 30 day period. The downgrading of the Company’s common stock from the OTCQB to the OCT Pink will have no effect on the common stock’s ability to trade or its DWAC (method of electronic transfer of shares) eligibility.

~~Warrants Issued~~

planned schedule. As of December 31, ~~2015, NOTK~~2020, DAF has warrants outstanding to purchase 125,098 shares of common stock at a price of $3.15 per share that expire on September 30, 2016 and warrants to purchase 96,024 shares of common stock at a price of $3.15 per share that expires on September 1, 2016. Golden State has warrants outstanding to purchase 18,395 shares of common stock at a price of $381.50 per share which expires December 31, 2016. Global Capital has warrants outstanding to purchase 300,000 shares of common stock at a price of $0.0032 per shares which expire on March 31, 2019. Additionally from the preferred stock issuance, there are 6,000,000 warrants outstanding to purchase common shares at $0.0055 per share which expire December 31, 2017 and 13,250,000 warrants outstanding that were issued to Victor Keen, the CEO and Director of the Company, which expire on January 17, 2018.

~~Common stock and options issued for services and liabilities~~

During the year ended December 31, 2015, shares of common stock totaling 46,747,170 were issued for consulting services for which the Company recognized $60,001 of expense. Additionally, during the year ended December 31, 2015, shares totaling 31,912,663 were issued to consultants for previous services provided to the Company for which the accounts payable liability was reduced by $75,000.

~~Private Placement~~

On December 9, 2013 and December 11, 2013 the Company closed on $195,000 in a private placement (the “Private Placement”) contemplated by a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 9, 2013, pursuant to which the Company sold 195,000 Units (as defined below) to accredited investors (each, an “Investor” and collectively, the “Investors”), one of whom was Victor Keen, the Company’s Chief Executive Officer and a member of the board of directors of the Company. Accordingly, at the closings, the Company issued (i) 195,000 shares of its newly designated Series A Convertible Preferred Stock (the “Series A Preferred”), and (ii) warrants (“Warrants”) to purchase an aggregate of 9,750,000 shares of Common Stock for gross proceed of $195,000.

~~F-13~~

On January 23, 2014, the Company sold to Victor Keen, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors, 190,000 Units for a purchase price of $190,000, as part of the Private Placement (as defined therein) disclosed in the Company’s Current Report on Form 8-K filedadvanced $1,825,000 with the ~~Securities~~remaining $675,000 to be funded in 2021. Interest is accrued monthly and ~~Exchange Commission on December 13, 2013. Pursuant to such Private Placement,~~paid in advance for the ~~Company has now received aggregate proceeds~~first 12 months and thereafter principal and interest payments shall be paid monthly in equal ~~to $385,000. Such Private Placement is now closed.~~amounts, amortized over a 36-month period.

Under the terms of the ~~Securities Purchase~~Credit Agreement, DAF has the right to elect to convert all or part of the Promissory Note at a price equal to seventy percent (70%) of the average closing price of the Company’s common stock as reported on the over-the-counter quotation system on the OTC Markets during the fifteen (15) calendar days prior to the loan closing date of October 4, 2019, which calculates to $0.0329 per share.

The embedded conversion option was deemed to be a beneficial conversion feature because the active conversion price was less than the commitment date market price of the common stock. Given the terms and related-party nature of the agreement, the commitment date was determined to be the date the funds are advanced to the Company and is limited to the funding value less other debt discounts (see below). A debt discount of $1,049,825 and $281,837 was recorded, with a corresponding credit to additional paid-in capital, for the beneficial conversion feature for the years ended December 31, 2020 and 2019, respectively. The debt discount is amortized over the life of the debt relative to unconverted debt. A debt discount of $175,506 and $8,415 was amortized to interest expense during the years ended December 31, 2020 and 2019.

F - 11

Under the terms of the Credit Agreement, warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of $0.052 per share were issued to DAF. The warrants will be issued in amounts of 150,000 and 210,000 per month as the advance is received during the funding period. In the event that funding advances deviate from the planned schedule then warrants will be issued pro-rata at 1.2 warrants for every $1 of funding. Warrants granted under the terms of the DAF Credit Agreement as of December 31, 2020 and 2019 were 2,190,000 and 570,000, respectively. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants. The allocated cost of the warrants amounted to $135,706 and $60,593 for the years ended December 31, 2020 and 2019, respectively, and is being amortized over the life of the debt with $28,216 and $1,485 of allocated costs amortized during the years ended December 31, 2020 and 2019, respectively.

Additionally, under the terms of the Credit Agreement, the Company ~~sold units (“Units”) consisting of: (i) one share~~agreed to pay a commitment fee of ~~Series~~3% of each advance and reimburse DAF for certain expenses in connection with the preparation, interpretation, performance and enforcement of the Credit Agreement. Those costs amounted to $42,000 and $22,767 during the years ended December 31, 2020 and 2019, respectively, and are being amortized over the life of the debt with $9,034 and $805 amortized during the years ended December 31, 2020 and 2019, respectively.

On March 31, 2020, under the terms of the Credit Agreement, DAF converted $300,000 of the principle of the Promissory Note into 9,129,136 shares of common stock at $0.0329 per share. A ~~Convertible Preferred Stock~~related charge of $130,370 of the beneficial conversion feature was made to interest expense along with debt issue related charges of $25,523 for the warrants and ~~(ii) Warrants~~$8,123 for the deferred cost at the time of the conversion.

On October 30, 2020, under the terms of the Credit Agreement, DAF converted $250,000 of the principle of the Promissory Note into 7,598,784 shares of common stock at $0.0329 per share. A related charge of $156,265 of the beneficial conversion feature was made to ~~purchase fifty (50)~~interest expense along with debt issue related charges of $34,912 for the warrants and $5,796 for the deferred cost at the time of the conversion.

Conversion of related party loans and convertible debentures to common stock

On December 27, 2019, the Company issued 123,330,807 shares of Common ~~Stock. The purchase price~~Stock of ~~each Unit was $1.00.~~the Company upon the conversion of debt held by certain Legacy Holders, which consists substantially of the Company’s Co-Chairmen, Victor Keen and Simon Calton. The total ~~purchase~~outstanding Legacy Debt converted was $2,711,359, which consisted of $2,017,435 in outstanding principal and $693,924 in accrued interest. The Legacy Debt was converted at conversion prices of $0.022 per share.

14% Term loan due December 2019, related party

On April 18, 2016, the Company entered into an unsecured loan agreement whereby Carlton James Ltd ("CJL”), a company owned by Mr. Simon Calton, a director of the Company, agreed to provide the Company a loan facility of up to $100,000. Under the terms of the agreement, the Company accrued interest on the outstanding unpaid balance at the rate of 1.167% per month. The interest was due quarterly, and the principal was due September 30, 2019 and subsequently extended to December 31, 2019. CJL had advanced $374,993 ($274,993 in excess of the facility) on the loan as of September 30, 2019. During 2017, CJL agreed that the excess amount funded and any future funding under the loan would be done on the same terms and conditions as the original note. The loan and accrued interest were a part of the Legacy Debt and effective November 30, 2019, the loan and accrued interest were retired December 27, 2019.

14% Term loan due December 2019, related party

On February 24, 2016, the Company entered into an unsecured loan agreement whereby Victor Keen, Co-Chairman of the Company (“Keen”) agreed to provide the Company a loan facility of up to $300,000. Under the terms of the agreement, the Company accrued interest on the outstanding unpaid balance at the rate of 1.167% per month. The interest was due quarterly, and the principal was due September 30, 2019 and subsequently extended to December 31, 2019. Keen had advanced $756,500 ($456,500 in excess of the facility) on the loan through November 30, 2019. During 2017, Keen agreed that the excess amount funded and any future funding under the loan will be done on the same terms and conditions as the original note. The loan and accrued interest were a part of the Legacy Debt and effective November 30, 2019, the loan and accrued interest were retired on December 27, 2019.

14% Term loan due December 2019, related party

On June 1, 2015, Coretec obtained a $500,000 revolving note agreement with CJL. Coretec accrued the interest on the outstanding balance at the rate of 1.167% per month. CJL had advanced $535,941 on the loan ($35,941 in excess of the facility) through November 30, 2019. During 2019, CJL agreed that the excess amount funded and any future funding under the loan would be done on the same terms and conditions as the original note. Outstanding borrowings were secured by substantially all assets of the Company. The note was due on September 30, 2019 and subsequently extended to December 31, 2019. The loan and accrued interest were a part of the Legacy Debt and effective November 30, 2019, the note and accrued interest were retired on December 27, 2019.

F - 12

7% Convertible promissory note due December 2019, related party

On March 30, 2017, the Company issued to Mr. Victor Keen, Co-Chairman of the Board of Directors, a 7% convertible promissory note in a principal amount of $250,000, due March 1, 2019, subsequently extended to December 31, 2019. The promissory note automatically converted into eight percent (8%) of the fully diluted outstanding shares of common stock of the Company. The embedded conversion option was deemed to be a beneficial conversion feature because the active conversion price was less than the commitment date market price of the ~~securities sold in~~common stock. The dollar amount of the ~~Private Placement~~beneficial conversion feature was ~~$385,000.~~ limited to the carrying value of the promissory note, so a $250,000 debt discount was recorded, with a corresponding credit to additional paid-in capital for the beneficial conversion feature. The debt discount was amortized over the original life of the debt and $21,373 was amortized during the year ended December 31, 2019. The note and accrued interest were a part of the Legacy Debt retired on December 27, 2019.

~~The terms~~7% Convertible promissory note due December 2019, related party

On June 21, 2017, the Company issued to Mr. Victor Keen, Co-Chairman of the ~~Series A Convertible~~Board of Directors, a 7% convertible promissory note in a principal amount of $100,000, due June 21, 2019 and subsequently extended to December 31, 2019. The promissory note automatically converted into four percent (4%) of the fully diluted outstanding shares of common stock of the Company. The embedded conversion option was deemed to be a beneficial conversion feature because the active conversion price was less than the commitment date market price of the common stock. The dollar amount of the beneficial conversion feature is limited to the carrying value of the promissory note, so a $100,000 debt discount was recorded, with a corresponding credit to additional paid-in capital for the beneficial conversion feature. The debt discount was amortized over the original life of the debt and $23,761was amortized during the year ended December 31, 2019. The note and accrued interest were a part of the Legacy Debt retired December 27, 2019.

Note 6 – Common Stock, Preferred Stock, Warrants and ~~Warrants are as follows:~~Options

Common Stock

On December 27, 2019, the Company issued 123,330,807 shares of Common Stock of the Company upon the conversion of debt held by certain Legacy Holders (see Note 5).

On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. Since the execution of the option exchange agreement 3,000,000 options have been exchanged for 1,800,000 shares of common stock.

On October 22, 2020, the Board of Directors consented to satisfying accrued liabilities of vendors by issuing S8 common stock from the 2018 Equity Incentive Plan from August 26, 2020 through September 1, 2021. The number of shares issued to satisfy a liability was determined by the average closing price for the fifteen (15) days prior to conversion at a discount rate of 50% to that fifteen (15) day average. The stock issuance, in lieu of cash payment, requires written approval of the Chief Executive Officer. During the year ended December 31, 2020, 1,701,719 shares were issued to satisfy $73,107 of vendor accrued liabilities and services.

Series A Convertible Preferred ~~Sto~~Stockck

A total of 500,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock of ~~3DIcon Corporation~~the Company (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. The shares of Series A Preferred Stock have a par value of $0.0002 per share and a stated value of $1.00 per share (the “Stated Value”), and shall receive a dividend of 6% of their Stated Value per ~~annum.~~annum payable or upon conversion or redemption of Series A Preferred at the option of the Company We have not paid any cash or stock dividends to the holders of our Series A Preferred Stock. Dividends in arrears totaled approximately $148,000 and $128,000 for the years ended December 31, 2020 and 2019, respectively. Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges:

The Series A Preferred Stock may, at the option of the Investor, be converted at any time after the first anniversary of the issuance of the Series A Preferred Stock or from time to time thereafter into ~~50,000,000~~166,667 post-split shares of Common Stock that ~~Such Investor~~such investor is entitled to in proportion to the 500,000 shares of Series A Preferred so designated in the Certificate of Designation.

The Series A Preferred Stock will automatically be converted into Common Stock anytime the ~~5 day average VWAP~~post-split 5-day Volume-Weighted Average Price (VWAP) of the Company’s Common Stock prior to such conversion is equal to ~~$0.05~~$15.00 or more. Such mandatory conversion would be converted by the same method described above for discretionary conversions.

Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have voting rights or powers.

F - 13

In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled.

The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series A Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend in an amount equal to the average VWAP during the 5 trading days prior to the date such dividend is due.

~~F-14~~

Warrants

~~Each Unit~~Warrants to subscribe for and purchase up to 3,000,000 shares of common stock at an exercise price of $0.052 per share were included under the ~~Securities Purchase Agreement consists~~terms of the DAF Credit Agreement. The warrants will be issued in amounts of 150,000 and 210,000 per month during the funding period. In the event that funding advances deviate from the planned schedule then warrants will be issued pro-rata at 1.2 warrants for every $1 of funding. Warrants entitling the Investor to purchase fifty (50) shares of Common Stock for each share of Series A Preferred purchased by such Investor in the Private Placement, at an initial exercise price per share of $0.0055. The exercise price and number of shares of Common Stock issuablegranted under the ~~Warrants are subject to adjustments for stock dividends, splits, combinations and similar events. On or after the first anniversary~~terms of the ~~issuance~~DAF Credit Agreement as of December 31, 2020 and 2019 total 2,190,000 and 570,000, respectively. The estimated value of the Warrants and prior to close of business on fourth anniversary of the issuance of the Warrants and may be exercised at any time upon the election of the holder, provided however, that an Investor may at any given time convert only up to that number of shares of Common Stock so that, upon conversion, the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Investor and all persons affiliatedwarrants granted monthly, with ~~such Investor,~~each advance, is ~~not more than 4.99% of the Company’s Common Stock then outstanding (subject to adjustment up to 9.99% at the Investor’s discretion upon 61 days’ prior notice).~~

~~The $34,926 estimated fair value of warrants for common stock issued in 2014 was determined~~calculated using the Black-Scholes option pricing model. The expected dividend yield ~~of $0~~ is based on the average annual dividend yield atas of the ~~date issued.~~grant date. Expected volatility ~~of 180%~~ is based on the historical volatility of ~~the~~our stock. The risk-free interest rate ~~of 1.64%~~ is based on the U.S. Treasury Constant Maturity rates as of the ~~issue~~grant date. The expected life of the ~~warrants of four years~~warrant is based on historical exercise behavior and expected future experience. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants.

As of December 31, 2018, Golden State had warrants outstanding to purchase 61 shares of common stock at a price of $114,450 per share which expired December 31, 2018, subsequently extended to September 30, 2019 and cancelled in October 2019 with the retirement of the Golden State convertible debenture. Global Capital had warrants outstanding to purchase 1,000 shares of common stock at a price of $0.96 per shares which expired on March 31, 2019.

Warrants Summary

The following ~~summary reflects~~table summarizes the Company’s warrant ~~and option~~ activity ~~for~~during the year ended December 31, ~~2015:~~2020:

Attached Golden State
Warrants Warrants Options
Outstanding December 31, 2014 19,771,122 18,595 23,030,274
Granted/purchased - - -
Exercised - (200 ) -
Cancelled - - -
Outstanding December 31, 2015 19,771,122 18,395 23,030,274

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Life		Intrinsic
	Warrants		Price		In Years		Value

Outstanding, December 31, 2019		570,000	$	0.052			$	-
Granted		1,620,000		0.052				-
Outstanding, December 31, 2020		2,190,000		0.052		4.30		-

Options

Stock options for employees, directors or consultants, are valued at the date of award, which does not precede the approval date, and compensation cost is recognized in the period the options are ~~granted.~~vested. The Company recognizes compensation expense for awards subject to graded vesting on a straight-line basis. Stock options generally become exercisable on the date of grant and expire based on the terms of each grant.

The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

F - 14

~~Note 9 –~~

On August 7, 2019 the Company issued 21,500,000 five (5) year options to purchase common stock of the Company at an exercise price of $0.041 per share. The estimated fair value of the options was $881,500. Michael Kraft, CEO was issued 10,000,000 options, Concordia Financial Group was issued 10,000,000 options, Ramez Elgammal, CTO was issued 1,000,000 options and Ronald Robinson, former CFO, was issued 500,000 options. Mr. Kraft’s options were issued for $90,869 in accrued compensation due him, $25,000 under the terms of his employment agreement and $294,132 as additional compensation for his services as CEO. Concordia’s, Mr. Elgammal’s and Mr. Robinson’s options were issued for additional compensation for services during the year ended December 31, 2019. The $881,500 estimated fair value of options to purchase common stock issued in August 2019 was determined using the Black-Scholes option pricing model. The expected dividend yield of $0 is based on the average annual dividend yield at the date issued. Expected volatility of 337.19% is based on the historical volatility of the stock. The risk-free interest rate of 1.52% is based on the U.S. Treasury Constant Maturity rates as of the issue date. The expected life of the options of five years is based on historical exercise behavior and expected future experience.

On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. The modification of these options did not result in any additional compensation because there was no change in the fair value. As of December 31, 2020, 3,000,000 options have been exchanged for 1,800,000 shares that were issued under the executed exchange agreement.

The Company granted 1,500,000 options during the year ended December 31, 2020 at an average grant date fair value of $0.057 determined using the Black-Scholes option pricing model, with 500,000 options vesting immediately and 1,000,000 options vesting over a two-year time frame in four equal six-month periods. The Company recognized $92,496 of stock option expense related to the options during the year ended December 31, 2020. The remaining expense of $112,554 at December 31, 2020, will be recognized on a straight-line basis over the remaining vesting period of 18 months.

Options Summary

The following table summarizes the Company’s option activity during the year ended December 31, 2020:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Options			Price		In Years		Value

Outstanding, December 31, 2019		21,716,557		$	0.076			$	-
Expired		(4,383	)		52.50				-
Exchanged for common stock		(3,000,000	)		0.041				-
Granted		1,500,000			0.057				-
Outstanding, December 31, 2020		20,212,174			0.068		3.69		-

Exercisable, December 31, 2020		19,462,174		$	0.068		3.66	$	-

F - 15

The following table summarizes the Company’s options as of December 31, 2020:

				Weighted
				Average
		Outstanding		Remaining		Exercisable
Exercise		Number of		Life		Number of
Price		Options		In Years		Options

$	0.041		19,000,000		3.62		19,000,000
$	0.065		1,000,000		4.50		250,000
$	0.240		208,160		6.21		208,160
$	70.260		3,449		1.50		3,449
$	420.000		565		0.37		565
Total			20,212,174		3.69		19,462,174

Incentive Stock Plan

In ~~March 2014,~~January 2018, the Company established ~~the 3DIcon Corporation 2014~~its 2018 Equity Incentive Plan (the ~~“2014~~“2018 EIP”). The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the ~~2014~~2018 EIP shall not exceed ~~fifty~~fifteen million ~~(50,000,000)~~(15,000,000) shares. The shares are included in a registration statement filed ~~March 2014. Shares totaling 6,793,478 were issued from the 2014 EIP during 2015 for services rendered. As of December 31, 2015, there were 750,103~~January 2018. There are 10,534,263 shares available for issuance under the ~~2014 EIP.~~

~~F-15~~

In March 2015, the Company established the 3DIcon Corporation 2015 Equity Incentive Plan (the “2015 EIP”). The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the 2015 EIP shall not exceed eighty-five million (85,000,000) shares. The shares are included in a registration statement filed March, 2015. Shares totaling 71,866,355 were issued from the 2015 EIP during 2015 for legal and consulting services rendered. There are 13,133,645 shares available for issuance under the 20152018 EIP as of December 31, ~~2015.~~2020.

Note 7 – Commitments

~~Note 10 – Office Lease~~Consulting Agreements

The Company ~~had~~entered into a one-year consulting agreement with Michelle Tokarz (“Tokarz”) effective February 10, 2020 and expiring February 9, 2021. Under the terms of the agreement, Tokarz will have the position of Business Development Consultant. Tokarz will be paid an ~~Office Lease that expired on July 31, 2015. An amendment~~hourly fee of $115 with a maximum of $1,000 per day and shall make up to ten days available to the ~~Office Lease~~Company each month. The Company recognized expenses of approximately $52,000 during the year ended December 31, 2020.

North Dakota State University Sponsored Research Agreement

The Company entered into a Sponsored Research Agreement (“SRA”) dated August 14, 2015 with North Dakota State University Research Foundation (“NDSU/RF”). With the proposed research for this project, NDSU/RF planned to make prototypical compounds and materials from CHS and CHS derivatives with the potential; 1) to act as efficient photoactive materials for solar cells, 2) to serve in electro active devices for optimization of current and voltage performance, 3) to perform at high levels of efficiency as silicon anodes in lightweight batteries (silicon has more than 11 times the capacity of carbon in the ubiquitous carbon based batteries), and, 4) to be incorporated into specialty inks for printed electronics applications. The research was ~~signed on July 2, 2015.~~conducted August 14, 2015 through August 31, 2016. The Company agreed to reimburse NDSU/RF for all costs incurred in performing the research up to a maximum amount of $70,000. On June 7, 2016 the Company and NDSU/RF mutually agreed to amend the SRA. Under the terms of the amendment the ~~lease is~~term was extended ~~for thirty-six months~~to June 30, 2017 and ~~will expire on July~~the consideration was increased by $120,000 to a maximum amount of $190,000.

As of December 31, ~~2018. The minimum future lease payments~~2020, the remaining balance of the SRA to be paid under the ~~term~~terms of the ~~three-year non-cancellable amended lease total $60,000~~agreement is $93,578. As of December 31, 2020, and pursuant to the SRA, Coretec was in arrears on the payment of that obligation. Accordingly, as of December 31, 2020, Coretec would be considered in default under the SRA because of the unpaid obligations, which could allow NDSU/RF to exercise various options under the SRA, including an option to terminate the SRA if Coretec does not cure the default within 10 business days after receiving written notice by NDSU/RF. Due to Coretec’s belief that certain obligations of NDSU/RF were unsatisfied, Coretec has actively communicated with NDSU/RF in order to determine what obligations are ~~payable as follows:~~owed and what actions all parties are required to take, and will agree to take, in furtherance of the SRA. In connection with such objective, Coretec has sent NDSU/RF a detailed communication setting forth, among other things, the basis for its belief that (i) the payment obligation was not due to NDSU/RF; and (ii) NDSU/RF does not have the right to enforce a default. Coretec did not attempt communication or receive communication from NDSU/RF during 2020.

2016 23,000
2017 23,000
2018 14,000
Total $ 60,000

F - 16

As of the date of this report, there have been no legal proceedings initiated in connection with the SRA. However, no assurances can be made that the active communications between the parties will result in a resolution or that legal proceedings will not be initiated in the future.

Office Lease

On June 30, 2020 the Company moved headquarters from Tulsa, Oklahoma to Ann Arbor, Michigan at which time the Company terminated the lease agreement in Tulsa. The Company continued to occupy the office space in Ann Arbor under the lease agreement that was executed on December 3, 2019. The Company signed a one-year lease in Ann Arbor, Michigan commencing January 1, 2020 with an annual rent obligation of $15,120 ($1,260 per month). Rent expense for the office operating leases was $25,592 and $23,760 and for the years ended December 31, 2020 and 2019, respectively. The Company has renewed the Ann Arbor lease for 2021 under the same terms.

Supply Agreement

During June 2020, the Company entered into a supply agreement with Evonik Operations GmbH to purchase 500 grams of cyclohexasilane, Si6H12 (CHS) for $185,000. The supply agreement is valid until March 31, 2021. The Company paid Evonik Operations GmbH $92,500 on July 20, 2020, to initiate production of CHS, in accordance with the agreement. Delivery is expected during the months of March and April of 2021, at which time the Company will owe the remaining $92,500.

Note 11 8 – Related Party ~~Transaction~~Transactions

~~3DIcon has engaged~~The Company entered into a consulting agreement dated March 20, 2017 with Mr. Michael A. Kraft, who became the ~~law firm~~Company’s CEO. Under the terms of ~~Newton, O’Connor, Turner & Ketchum~~the agreement the Company agreed to compensate Mr. Kraft, $1,500 per day for his commitment to allocate seven days a month (subsequently amended to ten day a month) to the Company and a $25,000 bonus payable in the Company’s restricted stock upon occurrence of certain events. Mr. Kraft was issued ten million options during August 2019 for (1) as ~~its outside corporate counsel since 2005. John O’Connor, a director of 3DIcon, is~~compensation for the ~~Chairman of Newton, O’Connor, Turner & Ketchum.~~$25,000 bonus in the consulting agreement, (2) approximately $91,000 as payment for unpaid consulting fees and, (3) approximately $294,000 as additional compensation for his consulting services. During the years ended December 31, ~~2015~~2020 and ~~2014,~~2019, the Company ~~incurred legal~~recognized $180,000 and $144,000 of expense respectively, under the terms of the agreement. Mr. Kraft was owed $51,720 and $95,966 in unpaid consulting fees ~~to Newton, O’Connor, Turner & Ketchum~~and out of pocket expenses, which is included in accounts payable and accrued expenses the ~~amount of $2,474,~~years ended December 31, 2020 and ~~$3,360,~~2019 respectively.

At December 31, 2018 the Company had an aggregate balance of $971,500 of advances due to Mr. Victor F. Keen, ~~Chief Executive Officer~~Co-Chairman of the ~~Company, has entered into several advancement transactions, whereby Mr. Keen provided funds to~~Board of Directors. During the ~~Company. Specifically,~~year ended December 31, 2019 Mr. Keen advanced the Company ~~$145,000 in October 2015 and $103,000 in July, August, and September 2015. In addition,~~an additional $135,000, such that as of November 30, 2019, an aggregate amount of $1,106,500 was due to Mr. Keen ~~has previously advanced~~under the terms of certain promissory notes and convertible debentures (“the Notes”) which were included in notes payable – related party (see Note 5). The Notes along with accrued interest of $342,292, were converted to common stock on December 27, 2019. Interest expense related to the Notes was $112,969 for the year ended December 31, 2019.

At December 31, 2018 the Company ~~$34,000 in~~had an aggregate balance of $775,934 of advances due to CJL, a company owned by Mr. Simon Calton, a director of the Company, During the years ended December 31, 2019, CJL, advanced an additional $135,000 such that as of November ~~2014. The total~~30, 2019, an aggregate amount of ~~these advancements by Mr. Keen~~$910,934 was due to CJL under the terms of two loans (“Loans”), which were included in notes payable-related parties (see Note 5). The Loans along with accrued interest of $351,633 were converted to common stock on December 27, 2019. Interest expense related to the Loans was $112,695 for the year ended December 31, 2019.

The Company entered into a one-year consulting agreement with Matthew Hoffman (“Hoffman”), doing business as, Integrate Growth, LLC, effective May 21, 2020 and expiring May 19, 2021. Under the terms of the agreement, Hoffman held the position of Director of Finance. On June 30, 2020 Ron Robinson, Chief Financial Officer and Judith Keating, Corporate Secretary both retired from the Company. As part of the management transition plan, Hoffman was elevated to Chief Financial Officer and Corporate Secretary on June 30, 2020. Under the terms of the agreement, Hoffman will be paid a monthly fee of $6,000 and shall make up to twenty hours per week available to the Company asfor each week of each month. The Company recognized $42,000 of consultant expense to Hoffman for the year ended December 31, 2015, is $282,000 and is included in accounts payable. The Company is also indebted to Mr. Keen for his accrued salary from January 1, 2014 through December 31, 2015 totaling $300,000 and is included in accrued salaries. Additionally, Mr. Keen holds two convertible debentures (see Note 4 to the financial statements) totaling $75,000 which are included in debentures payable. 2020.

F - 17

Note 12 9 – Subsequent Events

~~Common stock issued for services and liabilities~~

~~Subsequent~~In January 2021, the Company agreed to ~~December 31, 2015, 8,445,946~~settle accrued liabilities in the amount of $41,800 due to multiple vendors for 1,115,961 common shares. This transaction was pursuant to the October 22, 2020 Board of Directors consent to issue S8 common stock from the 2018 Equity Incentive Plan. The number of shares issued to satisfy the liabilities was determined by the average closing price for the fifteen (15) days prior to conversion at a discount rate of 50% to that fifteen (15) day average.

In January 2021, the Company entered into a one-year consulting agreement with Allison Gabrys (“Gabrys”), doing business as, Mears Advisory, LLC, effective February 8, 2021 and expiring February 8, 2022. Under the terms of the agreement, Gabrys will perform services as Chief Marketing Officer Consultant. Gabrys will make 20 hours per week available to the Company with an hourly bill rate of $125.

In February 2021, the Company received a gross advance of $225,000 as part of the credit agreement with DAF, bringing the total advances to $2,170,000. The Company and DAF investment manager also agreed to a revised funding schedule of $110,000 tranches to be received in March, April and May of 2021 to complete the $2,500,000 credit agreement.

On March 2, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021.

The Warrants are exercisable for a period of five and one half years from the date of issuance and have an exercise price of $0.08 per share, subject to adjustment as set forth in the warrants for stock splits, stock dividends, recapitalizations and similar events. The Investor may exercise the warrant on a cashless basis if the shares of common stock ~~were issued for 2015 consulting services for which~~underlying the ~~Company reduced accounts payable by $12,500.~~

~~Subsequent~~warrant are not then registered pursuant to ~~December 31, 2015, 5,000,000 shares~~an effective registration statement. The investor has contractually agreed to restrict its ability to exercise the warrant such that the number of ~~common stock were issued for 2015 consulting services for which the Company reduced accounts payable by $4,500.~~

~~Subsequent to December 31, 2015, the Company issued an aggregate of 1,589,010~~ shares of the Company’s ~~Series B Convertible Preferred Stock (the “Series B Preferred”~~common stock held by the investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the warrant which may not exceed initially 4.99% of the Company’s then issued and outstanding shares of common stock.

The pre-funded warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth in the pre-funded warrants for stock splits, stock dividends, recapitalizations and similar events. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full.

Pursuant to an engagement letter, dated as of February 26, 2021, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company engaged Wainwright to act as the Company’s exclusive placement agent in connection with ~~Securities Purchase Agreements (the “Securities Purchase Agreements”) dated December 11, 2015. Pursuant~~ the ~~Securities Purchase Agreements,~~private placement. The Company agreed to pay Wainwright a cash fee of 8.0% of the gross proceeds raised by the Company ~~had~~in the private placement. The Company also agreed to pay Wainwright (i) a management fee equal to 1.0% of the gross proceeds raised in the private placement; and (ii) $85,000 for non-accountable expenses. In addition, the Company agreed to issue to Wainwright (or its designees) placement agent warrants to purchase a number of shares equal to 8.0% of the aggregate number of shares and ~~on March 23, 2016 issued,~~pre-funded warrant shares sold under the Purchase Agreement, or warrants to certain officers, directors, consultants and service providers (collectively, “Recipients”) and the Recipients had agreed to accept, and on March 23, 2016 received, shares of Series B Preferred in consideration for the satisfaction, in lieu of cash payment, ofpurchase an aggregate of ~~$1,105,4032 owed by~~up to 6,000,000 shares. The placement agent warrants generally will have the ~~Company to~~same terms as the ~~Recipients. Series B Preferred may be converted in whole or in part, from time to time, into One Thousand Nine Hundred Fourteen (1,914) shares~~warrants, except they will have an exercise price of Common Stock. Among the Recipients were (i) Victor F. Keen, the Company’s Chief Executive Officer, who received 1,193,582 shares of Series B Preferred in satisfaction of $685,355 owed to him under certain notes, in connection with certain advances he provided to the Company and for services he provided to the Company; (ii) Ronald W. Robinson, the Company’s Chief Financial Officer, who received 85,771 shares of Series B Preferred in satisfaction of $90,291 owed to him for services he provided to the Company; (iii) Martin Keating, a Director of the Company, who received 19,266 shares of Series B Preferred in satisfaction of $20,281 owed to him under certain notes and for services he provided to the Company; and (iv) Newton, O'Connor, Turner & Ketchum, PC, a law firm of which John O’Connor, a Director of the Company, is a partner, that received 50,149 shares of Series B Preferred in satisfaction of $52,791 owed to it for services provided to the Company.$0.10.

~~Keen Bridge Note~~

~~Victor Keen, a Director on the Board of Directors of the Company, extended the Keen Bridge note to June 30, 2016.~~

~~F-16~~

F - 18

OKLAHOMA	73-1479206
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Large accelerated filer¨	☐	Accelerated filer¨	☐
Non-accelerated filer¨	☒	Smaller reporting companyx	☒
		Emerging growth company	☐

		Page
	PART I	3
~~Item 1.~~	~~Business~~ Forward Looking Statements	3 1
Item ~~1A.~~1.	~~Risk Factors~~ Business	8 1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	15 14
Item 2.	Properties	15 14
Item 3.	Legal Proceedings	15 14
Item 4.	Mine Safety Disclosure	15 14

	PART II	15
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	18 17
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18 17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25 21
Item 8.	Financial Statements and Supplementary Data	25 21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25 21
Item 9A.	Controls and Procedures	25 21
Item 9B.	Other Information	26 22

	PART III	26
Item 10.	Directors, Executive Officers ~~Promoters~~ and ~~Control Persons; Compliance With Section 16(A) of the Exchange Act~~Corporate Governance	26 23
Item 11.	Executive Compensation	29 28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30 29
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 14.	Principal Accountant Fees and Services	31

	PART IV	33
Item 15.	Exhibits	33 32
Item 16.	Form 10-K Summary	36

	~~3DICON CORPORATION~~ THE CORETEC GROUP INC.

Date: March ~~30, 2016~~12, 2021	/s/ ~~Victor F. Keen~~Michael A. Kraft
	Name:	~~Victor F. Keen~~ Michael A. Kraft
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	/s/ ~~Ronald Robinson~~Matthew L. Hoffman
	Name:	~~Ronald W. Robinson~~ Matthew L. Hoffman
	Title:	Chief Financial Officer
		(Principal Financial Officer)

SIGNATURE		TITLE	DATE

By:	/s/ ~~Martin Keating~~Victor F. Keen	Director	March ~~30, 2016~~12, 2021
	~~Martin Keating~~ Victor F. Keen

By:	/s/ ~~John O'Connor~~Simon Calton	Director	March ~~30, 2016~~12, 2021
	~~John O'Connor~~ Simon Calton

By:	/s/ ~~Victor F. Keen~~Ronald Dombrowski	Director	March ~~30, 2016~~12, 2021
	~~Victor F. Keen~~ Ronald Dombrowski

					Effective		Number		% of
% Below			Price Per		Conversion		of Shares		Outstanding
Market			Share		Price		Issuable(1)		Stock
	25	%	$	0.0002	$	0.0002		39,779,412,942		11,247	%
	50	%	$	0.0002	$	0.0001		59,669,444,887		16,871	%
	75	%	$	0.0001	$	0.0001		119,339,540,720		33,742	%

	High		Low
First Quarter ended March 31, 2015	$	0.0036	$	0.0012
Second Quarter ended June 30, 2015	$	0.0022	$	0.0007
Third Quarter ended September 30, 2015	$	0.0019	$	0.0003
Fourth Quarter ended December 31, 2015	$	0.0005	$	0.0001

	High		Low
First Quarter ended March 31, 2014	$	0.039	$	0.0031
Second Quarter ended June 30, 2014	$	0.019	$	0.0063
Third Quarter ended September 30, 2014	$	0.012	$	0.0031
Fourth Quarter ended December 31, 2014	$	0.005	$	0.0020

Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Victor Keen	2015	$	150,000	$	-	$	-	$	-	$	-	$	-	$	-	$	150,000
CEO*	2014	$	150,000	$	-	$	-	$	-	$	-	$	-	$	-	$	150,000
	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Mark Willner	2015	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Former CEO **	2014	$	162,000	$	-	$	-	$	-	$	-	$	-	$	-	$	162,000
	2013	$	173,000	$	-	$	-	$	75,360	$	-	$	-	$	-	$	248,300

Ronald Robinson	2015	$	72,000	$	-	$	-	$	-	$	-	$	-	$	-	$	72,000
CFO ****	2014	$	72,000	$	-	$	-	$	-	$	-	$	-	$	-	$	72,000
	2013	$	66,000	$	-	$	-	$	-	$	-	$	-	$	-	$	66,000

Chris Dunstan	2015	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Former CFO ***	2014	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	2013	$	5,000	$	-	$	-	$	-	$	-	$	-	$	-	$	5,000

Martin Keating	2015	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Director &	2014	$	-	$	5,000	$	-	$	-	$	-	$	-	$	-	$	5,000
Former CEO	2013	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Hakki Refai	2015	$	36,000	$	-	$	-	$	-	$	-	$	-	$	-	$	36,000
	2014	$	144,000	$	-	$	-	$	-	$	-	$	-	$	-	$	144,000
	2013	$	144,000	$	-	$	-	$	-	$	-	$	-	$	-	$	144,000

	Number of Shares Beneficially			Percentage
Name of Beneficial Owner (1)	Owned (7)		Class of Stock	Outstanding (2)(7)
Victor F. Keen, CEO, Director(3)(7)		67,848,690	Common		4.68	%

Ronald Robinson , CFO(4)(7)		222,426	Common		*	%

Martin Keating , Director(5)(7)		2,635,524	Common		*	%

John O'Connor, Director (6)(7)		2,968,888	Common		*	%

All directors and executive officers as a group (4 persons)		73,675,527	Common		5.07	%

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of December 31, ~~2015~~2020 and ~~2014~~2019	~~F-2~~ F-3

Consolidated Statements of Operations for the years ended December 31, ~~2015~~2020 and ~~2014~~2019	~~F-3~~ F-4

Consolidated Statements of Changes in Stockholders' ~~Deficiency~~Equity (Deficiency) for years ended December 31, ~~2015~~2020 and ~~2014~~2019	~~F-4~~ F-5

Consolidated Statements of Cash Flows for the years ended December 31, ~~2015~~2020 and ~~2014~~2019	~~F-5~~ F-6

Notes to Consolidated Financial Statements ~~December 31, 2015 and 2014~~	~~F-6~~ F-7

	2015			2014
Assets
Current assets:
Cash	$	11,121		$	34,485
Prepaid expenses		21,321			17,149
Total current assets		32,442			51,634

Deferred debt costs, net		-			3,125
Deposits-other		2,315			2,315
Total Assets	$	34,757		$	57,074

Liabilities and Stockholders' Deficiency
Current liabilities:
Current maturities of convertible notes and debentures payable	$	183,402		$	405,791
Warrant exercise advances		55			21,591
Accounts payable		823,695			384,639
Accrued salaries		317,134			158,102
Accrued interest on debentures		49,262			36,777
Total current liabilities		1,373,548			1,006,900

Total Liabilities		1,373,548			1,006,900

Stockholders' deficiency:
Preferred stock, Series A convertible, $0.0002 par value, 500,000 shares authorized; 345,000 and 355,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively		69			71
Common stock $0.0002 par, 1,500,000,000 shares authorized; 1,370,953,255 and 539,674,567 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively		274,191			107,935
Additional paid-in capital		20,545,939			20,200,743
Accumulated deficit		(22,158,990	)		(21,258,575	)
Total Stockholders' Deficiency		(1,338,791	)		(949,826	)
Total Liabilities and Stockholders' Deficiency	$	34,757		$	57,074

	2015			2014
Income:
Sales	$	-		$	15,000
Grant income		5,122			70,748

Total income		5,122			85,748

Expenses:
Research and development		47,738			198,550
General and administrative		800,012			1,065,167
Interest		57,787			75,735

Total expenses		905,537			1,339,452

Net loss	$	(900,415	)	$	(1,253,704	)

Loss per share:
Basic and diluted	$	(0.001	)	$	(0.003	)

Weighted average shares outstanding, basic and diluted		885,586,389			394,420,243

	Preferred Stock						Common Stock				Additional
				Par					Par		Paid-In			Accumulated
	Shares			Value			Shares		Value		Capital			Deficit			Total
Balance December 31, 2013		195,000		$	39			248,191,414	$	49,638	$	18,618,714		$	(20,004,871	)	$	(1,336,480	)
Warrants and options exercised		-			-			1,347		1		513,389			-			513,390
Debentures converted		-			-			245,458,693		49,092		287,460			-			336,552
Stock issued for services		-			-			28,205,571		5,641		102,859			-			108,500
Stock issued for liabilities		-			-			13,131,828		2,626		3,641			-			6,267
Preferred stock and options issued for cash		190,000			38			-		-		155,036			-			155,074
Preferred stock converted to common shares		(30,000	)		(6	)		3,000,000		600		(594	)		-			-
Warrants issued to purchase common stock		-			-			-		-		34,926			-			34,926
Shares subject to expired put calls restored		-			-			1,685,714		337		485,312			-			485,649
Net loss for the year		-			-			-		-		-			(1,253,704	)		(1,253,704	)
Balance December 31, 2014		355,000			71			539,674,567		107,935		20,200,743			(21,258,575	)		(949,826	)
Warrants and options exercised		-			-			200		-		76,245			-			76,245
Debentures converted		-			-			751,618,655		150,324		149,880			-			300,204
Stock issued for services		-			-			46,747,170		9,350		50,651			-			60,001
Stock issued for liabilities		-			-			31,912,663		6,382		68,618			-			75,000
Preferred stock converted to common shares		(10,000	)		(2	)		1,000,000		200		(198	)		-			-

Net loss for the period		-			-			-		-		-			(900,415	)		(900,415	)
Balance December 31, 2015		345,000		$	69			1,370,953,255	$	274,191	$	20,545,939		$	(22,158,990	)	$	(1,338,791	)

	December 31,		December 31,
	2015		2014
Senior convertible Debentures
10% Convertible debenture to directors due June 30, 2016	$	30,000	$	30,000
10% Convertible debenture due June 30, 2016		29,007		29,007
4.75% Convertible debenture due December 2016		64,395		65,095
5% Convertible note due December 2015		-		74,502
10% Convertible bridge notes due August 2015		-		147,187
10% Convertible bridge note to director due June 30, 2016		60,000		60,000
Total Debentures Payable	$	183,402	$	405,791

	Attached		Golden State
	Warrants		Warrants			Options
Outstanding December 31, 2014		19,771,122		18,595			23,030,274
Granted/purchased		-		-			-
Exercised		-		(200	)		-
Cancelled		-		-			-
Outstanding December 31, 2015		19,771,122		18,395			23,030,274