The Company hasutilizes Elia Holding, LLC for construction and other maintenance services to maintain the Company’s office and lab space. Elia Holding, LLC is controlled by Rene Irizarry related to the CFO. The Company made payments to Elia Holding, LLC in the amounts receivable from separate related parties of $27,093$82 and $22,492 as of September 30, 2016 and December 31, 2015,$200, respectively.

NoteNote 5 – Accrued expenses

The Company’s accrued expenses consisted of the following:

Under the terms of the employment agreements between the Company and its CEO and CFO, which run through January 2022, compensation is accrued at a combined rate of $32,000 per month. No cash compensation was paid to the officers in 2016 or 2015; salaries totaling $237,000 and $384,000 were added to accrued liabilities in both 2016

and 2015, respectively. In addition, we issued our CFO, $45,000 worth of our restricted common stock, and accrued stock based compensation worth $45,000 to our President.

Note 6 – Convertible notes payable

During the nine months ended September 30, 2016, the CompanyThe Company’s issued Subordinated Convertible Promissory notes in the aggregate amount of $108,500. In total during nine months ended September 30, 2016, eleven new convertible notes were issued which accrueare due on demand, bearing interest at an annual rate of 8% per annum, and. The notes are convertible between $0.010into shares of Company common stock at a conversion price of $0.01 to $0.05 per share. As of March 31, 2021, and $0.050. The Company recognized a discount on debt of $64,400, which will be amortized over the next 6 months and will be charged to interest. The Company amortized $38,619 from the discount balance as of December 31, 2015,2020, the total outstanding principal and $46,601 from the September 30, 2016 balance totaling $85,220 in interest expense, leaving a remaining balance as of September 30, 2016 of $16,692. As of September 30, 2016, Outstanding Convertible notes were convertible into 18,817,000 shares of common stock.                            is $54,500.

During the year ended December 31, 2015, the Company issued Subordinated Convertible Promissory notes in the aggregate amount of $417,960, and convertible notes and related interest totaling $69,026 were converted to 2,298,465 shares of common stock. Of that, 515,133 shares of common stock valued at $15,454 had been issued as of December 31, 2015; the remaining 1,783,332 shares valued at $53,572 have not yet been issued as of December 31, 2015. In total during 2015, 19 new convertible notes were issued which accrue 8% per annum, and are convertible between $0.015 and $0.4. We recognized a discount on debt of $151,307, of which $112,687 was amortized during the period and charged to interest. $38,619 remains to be amortized in the next fiscal year. As of December 31, 2015, Outstanding Convertible2020, an analysis of the principal amount of convertible notes werepayable that have elected conversion to common stock amounted to $366,000. The Company’s transfer agent has been constrained in its efforts to issue the common stock for these convertible into 15,942,000 sharesnotes due to the noncompliance of common stock.                            the Company’s filing requirements. The Company has ceased accruing interest on these convertible notes but continues to accrue interest on the remaining convertible notes of $54,500. The convertible notes that have elected conversion without the stock being issued have been included in ‘Accrued liabilities’ on the Balance Sheet.

Note 7 - Shareholders’ equity

Convertible preferred stock rightsPreferred Stock

The Company has authorized 20,000,000 shares of Series A Preferred Stock, (‘$.001 par value, and 30,000,000 shares of Series A’) shall be convertible into Common Stock any time at the holder’s sole discretion in part or in whole by dividing the Purchase Price per Share by 110% of the Market Value on the Closing Date. ‘Market Value’ on any given date shall be defined as the average of the lowest three intra-day trading prices of the Company’s common stock during the 15 immediately preceding trading days. The Company is disputing the convertibility of these preferred shares.

B Preferred Stock, (“$.001 par value.

As of March 31, 2021, and December 31, 2020, the Company had 0 shares of Series B”) shall be convertible into ten commonA Preferred Stock issued and outstanding, respectively.

As of March 31, 2021, and December 31, 2020, the Company had 26,038,572 shares at any timeof Series B Preferred Stock issued and holders are entitled to 20 common share votes per such preferred share.outstanding, respectively.

Common stock

The Company has authorized 300,000,000 shares of its common stock, $.001 par value. The Company had issued and outstanding 40,064,983 and 36,610,63624,071,255 shares as of September 30, 2016March 31, 2021 and December 31, 2015,2020, respectively.

During the nine months ended September 30, 2016,On March 18, 2021, the Company issued 1,572,4501,500,000 restricted common shares of common stock valued at $77,050 in exchange for services and property:

?

918,368 shares valued at $45,000 to an officer for services; and

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654,082 shares valued at $32,050 to two vendorsVenus Capital Fund, LLC for consulting services.services related to security and capital raise efforts. The Company recorded a consulting expense of $55,500.

During the nine months ended September 30, 2016, the Company had Convertible Notes Payable that were converted into Common Stock:

?

1,881,897 shares of common stock were issued for converted notes totaling $40,000

Note 8 – Commitments

Employment Agreements

In 2012,2017, the Company entered into five-year employment agreements with Chief Executiveits chief executive and Scientific Officerscientific officer and its Chief Administrativechief administrative and Financial Officer.financial officer. The agreements provide for compensation of $18,000$21,500 and $14,000$17,333 per month, respectively, and expires on January 7, 2017.31, 2022. The total accrued quarterly compensation for the periods ended March 31, 2021 and 2020 was $116,500, respectively.

Office Lab Space Lease

OurThe Company has a temporary office space is leased by related party, who bearson a month-to-month basis. No asset or liability has been recorded on the liabilitybalance sheet.

On April 3, 2020, GeneThera entered into a preliminary agreement with Green RV Storage LLC for the purchase of a 16,000 square foot building located in the planned Northwest 36 Biotechnology Center in Broomfield, Colorado. The new state of the contract, however we are subleasingart facility will not be the entire space,Company administrative and R&D facility due to the owner’s failure in paying their mortgage obligations. The development is no longer scheduled to be completed in fall of 2021.

On March 9, 2021, the Company entered into a consulting agreement with Cumming Management Group, Inc. for project management services for our rental fees are based on the total amount of the original contract. The current lease rates are $2,495.00 per month though the end of 2016.new administrative office and state-of-the-art laboratory building.

Note 9 – Subsequent events

In 2017,The impact of COVID-19 on the Company entered into five-year employment agreements with its chief executive and scientific officeris unknown at this time. The financial consequences of this situation cause uncertainty as to the future and its chief administrativeeffects on the economy and financial officer. The agreements provide for compensation of $21,500 and $17,333 per month, respectively, and expire on January 7, 2022.the Company.

On November 20, 2017,Presently the Company entered into a Stock Purchase Agreement inis considering ways to apply its molecular robotic technology to address the amountCOVID-19 pandemic.

As of $250,000 for Preferred A Stock, as the first payment based on the Letter of Intent, which was executed on November 30, 2017.

On November 30, 2017, the Company entered into a Non-Binding Letter of Intent for $5,000,000 from an unrelated entity. On December 13, 2017, the Stock Purchase Agreement was finalized with the $250,000 investment with the Company. The Milestones are as follows: The initial investment was provided at the Sign of The Letter of Intent in the amount of $250,000; the Second Milestone entails for the Company to Finalize Lease Agreement in collaboration with GTI Research, Inc. to a Fully Operational Level, Complete GeneThera Financial Statement for the Form 10-Q period ending September 30, 2016 and file it with the Securities Exchange Commission on or before March 31, 2018 in the amount of $300,000. The third Milestone must cover GeneThera’s Regain of Full Compliance with the SEC Financial Requirements in the amount of $1,200,000; the Fourth Milestone covers the Design Assembly and Validation of Advanced Robotic System in the amount of $1,500,000 and the Sixth Milestone entails to Enter into an Agreement with Government Organization and/or Private Company.

Our current office space is leased by a related party, who bears the liability of the contract, however we are subleasing the entire space, and our rental fees are based on the total amount of the original contract. The security deposit was $12,000.00. The commencement date is January 1, 2018. The term of the lease is for six (6) years and three (3) months and the termination date is March 31, 2024. The Base Rent is as follows: January 1, 2018 to March 31, 2018; the NNN is $2,377.03. April 1, 2018 through March 31, 2019; the monthly base rent plus NNN is $9,568.03. April 1, 2019 through March 31, 2020, the monthly base rent plus NNN is $10,367.03. April 1, 2020 through March 31, 2021, the monthly base rent plus NNN is $11,166.03. April 1, 2021 through March 31, 2022, the monthly base rent plus NNN is $11,965.03. April 1, 2022 through March 31, 2023, the monthly base rent plus NNN is $12,764.03. April 1, 2023 through March 31, 2024, the monthly base rent plus NNN is $13,563.03.no additional conversions of convertible notes have occurred, and no new convertible notes have been issued.

ITEM 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sections of this Form 10-Q, including the Management’s Discussion and Analysis or Plan of Operation, contain “forward-looking statements”. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as “may,” “will,” “should,” “would,” “could,” “plans,” “goal,” “potential,” “expect,” “anticipate,” “estimate,” “believe,” “intent,” “project,” and similar words and variations thereof. This report contains forward-looking statements that address, among other things,

* Our financing plans

* Regulatory environments in which we operate or plan to operate

* Trends affecting our financial condition or results of operations

* The impact of competition, the start-up of certain operations and acquisition opportunities.

Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements (“Cautionary Statements”) include, among others,

* Our ability to raise capital

* Our ability to execute our business strategy in a very competitive environment

* Our degree of financial leverage

* Risks associated with our acquiring and integrating companies into our own

* Risks relating to rapidly developing technology

* Regulatory considerations

* Risks related to international economies

* Risks related to market acceptance and demand for our products and services

* The impact of competitive services and pricing

* Other risks referenced from time to time in our SEC filings

All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We do not undertake any obligations to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.

You should read the following discussion of our results and plan of operation in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-Q. Statements in this Management’s Discussion and Analysis or Plan of Operation that are not statements of historical or current objective fact are “forward-looking statements.”

OVERVIEW

OVERVIEW

We have developed proprietary diagnostic assays for use in the agricultural and veterinary markets. Specific assays for Chronic Wasting Disease (CWD) (among elk and deer) and Mad Cow Disease (among cattle) have been developed and are available currently on a limited basis. E. coli (predominantly cattle) and Johne’s disease (predominantly cattle and bison) diagnostics are in development. We are also working on vaccine solutions to meet the growing demands of today’s veterinary industry and tomorrow’s agriculture and healthcare industries. The Company is organized and operated both to continually apply its scientific research to more effective management of diseases and, in so doing, realize the commercial potential of molecular biotechnology.

Our business model is based on the development of a proprietary Molecular Robotic/AI Laboratory Platform (“MORAP”), which would combine the use of advanced robotic laboratory systems integrated with AI software systems on a global scale. Upon development, MORAP would encompass a nationwide network of interactive molecular laboratories operated using advanced integrated robotic and machine learning cloud-based software systems, which would be able to share data and interact with each other. We believe MORAP would be capable of processing millions of samples and collecting, storing and analyzing data. We believe that MORAP nationwide communications network could be accomplished through advanced cloud-based software systems, machine learning and Internet-of-Things (IoT) networks. Upon development, MORAP could be readily replicated and scaled utilizing identical instrumentation and software.

We have not generated significant operating revenue as of September 30, 2016.March 31, 2021. Our ability to generate substantial operating revenue will depend on our ability to develop and obtain approval for molecular assays and developing therapeutic vaccines for the detection and prevention of food contaminating pathogens, veterinary diseases, and diseases affecting human health.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in their report on our consolidated financial statements as of December 31, 2015.2020.  For the ninethree months ended September 30, 2016March 31, 2021 and twelve months ended December 31, 2015,2020, our operating losses were $806,812$206,241 and $1,085,471,$143,353, respectively.  Our current liabilities exceeded current assets by $7,149,439and $6,647,596$7,840,485 and $7,691,065 as of September 30, 2016March 31, 2021 and December 31, 2015,2020, respectively.

For the nine months ended September 30, 2016, our operating losses were $806,812.  The increase in 2016 is directly attributable higher outstanding convertible debt and the related interest charges.

Although, we completed an equity financing with gross proceeds of approximately $1.1 million in 2005, weWe will require significant additional funding in order to achieve our business plan.  Over the next 12 months, in order to have the capability of achieving our business plan, we believe that we will require at least $20,000,000 in additional

funding.  We will attempt to raise these funds by both means of one or more private offerings of debt or equity securities.  In such events, we may need immediate additional funding.  Our capital requirements will depend on many factors including, but not limited to, the timing of further development of assays to detect the presence of infectious disease from the blood of live animals, our hiring of additional personnel, the applications for, and receipt of, regulatory approvals for any veterinary vaccines that we may develop, and other factors.  Our ability to raise capital will increase our ability to implement our business plan.

We also expect to spend a significant amount of our capital on research and development activities for commercialization relating to development and vaccine design/development. When we are able to develop assays for different diseases, we intend to formalize the procedure into a commercial application through a series of laboratories to be owned and operated by GeneThera. To date, we have introduced our diagnostic solution for Chronic Wasting Disease (CWD) and Mad Cow Disease on a very limited basis. We anticipate that significant funds will be spent on research and development throughout the life of the Company, as this is the source for new products to be introduced to the market. Our plan is to seek new innovations in the robotic biotechnology field. We may be successful in developing or validating any new assays and, when we are successful in developing and validating any such assays, we may be able to successfully commercialize them or earn profits from sales of those assays. Furthermore, we may be able to design, develop, or successfully commercialize vaccines as a result of our research and development efforts.

RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable includingand accrued interest to ourAntonio Milici, its CEO and shareholderstockholder amounting to $668,691 and $660,869$673,092 as of September 30, 2016March 31, 2021 and December 31, 2015,2020, respectively. This outstanding loan to the Company is unsecured and bears interest at 2.41% per year. During the nine months ended September 30, 2016. The Company has an outstanding loan and 2015,accrued interest payable to Tannya Irizarry, its CFO interim and stockholder, amounting to $71,027 and $58,704 as of March 31, 2021 and December 31, 2020, respectively. This outstanding loan to the Company has recordedis unsecured and bears interest expense on this loan in the amount of $11,734 and $11,664 respectively.at 8%.

GTI Corporate Transfer Agents, LLC is the Company’s transfer agent.  On August 20, 2015, Ms.agency.  Michelle Torres Colón was promoted to beis the new managing director with a 34%50% ownership and/or interest. Ms. Tannya Irizarry is a board member and also has a 33%50% ownership and/or interest. As of April 18, 2016, Ms. Janice Ortega isDuring the assistant managing director with a 33% ownership and/or interest. Ms. Krystle Rundle returned as a board member.three months ended March 31, 2021, the Company paid GTI Corporate Transfer Agents, LLC $80.

Setna Holdings, LLC and Kalos Holdings, LLC have been paying the Company’s debt during the 2016 period.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Company does not expect the adoption of any recently issuedManagement has evaluated all recent accounting pronouncements to have a significant effect on its consolidated financial position or results of operations. The following are being evaluated for any potential impact:

In February 2016, the FASBas issued Accounting Standards Update (ASU) No. 2016-02,Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

 In March 2016, the FASB issued ASU 2016-09,Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this Update simplify the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This Update is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted. The Company is currently in the process of evaluating this Update. 

Although there are several other new accounting pronouncements issued or proposed by the FASB whichin the Company has adopted or will adopt, as applicable, we do not believe anyform of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements has had or willthat would have a material impact on our consolidatedthe financial position or resultsstatements of operations.the Company.

EMPLOYEES

EMPLOYEES

As of September 30, 2016,March 31, 2021, we had a total of two full-time employees who devoted substantial effort on our behalf. None of our employees are represented by a collective bargaining unit. We entered into an employment agreement with Antonio Milici, M.D., Ph.D., to serve as our Chief Executive Officer and Chief Scientific Officer through January 7,31, 2022. In consideration for his services, Dr. Milici will receive a base salary of $225, 000$258,000 per annum plus bonuses as may be determined by the Board of Directors at its sole discretion. As part of his employment agreement, Dr. Milici is subject to non-disclosure and non-competition obligations and has transferred to the Company all of his interests in any idea, concept, technique, invention or written work. We also entered into an employment agreement with Tannya L. Irizarry to serve as our Chief Administrative Officer through January 7,31, 2022. Since May 2006, Ms. Irizarry is also our Chief Financial Officer (Interim). Ms. Irizarry’s base salary is $208,000 per annum. The above salaries have been accrued to be partially paid in common stock shares from the Company. There are no employee issues at this time. All accrued salaries have been deferred.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2015MARCH 31, 2021 and 2020

WeThe company did not generate any revenue for the three months ended September 30, 2016March 31, 2021 and 2015.2020.

WeThe company had total operating expenses of $123,352$204,595 for the three months ended September 30, 2016,March 31, 2021, compared to total operating expenses of $203,362$141,707 for the three months ended September 30, 2015,March 31, 2020, a decrease of $80,010$6,362 from the prior period. The decrease was largely due to higher general and administrative expenses, which decrease by $80,010 over the prior period.

We had a net loss of $253,535 for the three months ended September 30, 2016,$206,241 compared to a net loss of $304,007$143,353 for the three months ended September 30, 2015, a decreaseMarch 31, 2021 and 2020, respectively, resulting in an increase of $50,473 from the prior period.$62,888 consisting mainly of stock-based consulting expense of $55,500.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2015

We did not generate any revenue for the nine months ended September 30, 2016 and 2015.

We had total operating expenses of $575,461 for the nine months ended September 30, 2016, compared to total operating expenses of $699,778 for the nine months ended September 30, 2015, a decrease of $124,317 from the prior period. The decrease was largely due to lower general and administrative expenses, which decreased by $124,317 over the prior period.

We had a net loss of $806,812 for the nine months ended September 30, 2016, compared to a net loss of $818,321 for the nine months ended September 30, 2015, a decrease of $11,511 from the prior period.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2021, we had cash and cash equivalents of $0. We have historically financed activities with cash from the private placement of equity and debt securities and advances from related parties. Our auditors have issued a going concern opinion. This means that our auditors believe there is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have had negligible revenues since inception and had an accumulated deficit of $31,466,202 and negative working capital of $7,840,485 as of March 31, 2021.

Our current cash balance is not sufficient to fund our business objectives and we will need significant additional capital over the next twelve months in order to fund our planned operations. Specifically, we intend to spend significant funds on completing our robotic prototype system, validating and testing our products, seeking necessary regulatory approvals and focusing on international expansion. We will attempt to raise capital through one or more private offerings of debt or equity securities or both. We may not be able to secure the financing that we believe is necessary to implement our strategic objectives and, even if additional financing is secured, we may not achieve our strategic objectives. As of the date of this report, we do not have any firm commitments from any investors for any additional funding.

Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights, competing technological and market developments, collaborative arrangements. Additional capital will be required in order to attain such goals. Such additional funds may not become available on acceptable terms and we cannot give assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of liabilities that may result from the outcome of this uncertainty. If we are unable to obtain additional working capital, our business may fail. Accordingly, we must raise cash from sources other than operations. To date, we have financed our operations primarily through cash flow from limited operations, augmented by cash proceeds from financing activities, short-term borrowings and equity contributions by our stockholders. We must raise cash to implement our projected plan of operations. Failure to obtain capital to fund short-term and long-term needs will likely result in the curtailment of our operations or cessation of certain aspects of our business strategy.

We had total assets as of September 30, 2016March 31, 2021 and 2020 of $57,195,$10,262 and $11,582, respectively which included cashthe vehicle and prepaid expenses of $0, receivables from related parties of $57,095 and total property and equipment net $100.$10,262.

We had total liabilities of $7,206,534$7,841,507 as of September 30, 2016,March 31, 2021 which included $1,264,417$81,070 of accounts payable, $3,580,517$6,636,018 of accrued liabilities, and $2,361,600$824,419 of notes and loans payable.payable and other liabilities.

We had negative working capital of $7,149,439No cash was provided by operating activities for the three months ended March 31, 2021. The net loss for the three months ended March 31, 2021 and an accumulated deficit of $25,841,632 as of September 30, 2016.

During October 2015, the Company issued Subordinated Convertible Promissory notes in the aggregate amount of $30,960.

On January 29, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $20,000.

On January 30, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $10,000.

On April 4, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $30,000.

On May 5, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $3,000.2020 was $206,241 and $143,353, respectively.

On May 20, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $10,000.

On June 1, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $10,000.

On June 1, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $1,500.

On July 15, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $11,000.

On August 5, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $5,000.

On August 12, 2016, the Company issued a Subordinated Convertible Promissory Notes in the amount of $8, 000.GOING CONCERN

It is estimated that we will require outside capital for the remainder of 20162021 and 2022 for the commercialization of GeneThera molecular assays as well as the development of our therapeutic vaccines. The Company intends to raise these funds by means of one or more private offerings of debt or equity securities or both. The Company is still in discussions with one or two groups to obtain financing through equity. No definitive agreements have been signed. There are no guarantees whether the Company will be able to secure such financing, and if the financing is secured, there are no guarantees whether the Company can achieve the goals laid out in its business plan fully. We will require significant additional funding in order to achieve our business plan.

Presently, the Company is considering ways to apply its molecular robotic technology to address the COVID-19 pandemic.

Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights, competing technological and market developments, and collaborative arrangements. Additional capital will be required in order to attain such goals. Such additional funds may not become available on acceptable terms and we cannot give any assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of liabilities that may result from the outcome of this uncertainty. If we are unable to obtain additional working capital, our business may fail. Accordingly, we must raise cash from sources other than operations. To date, we have financed our operations primarily through cash flow from limited operations, augmented by cash proceeds from financing activities, short-term borrowings and equity contributions by our stockholders. We must raise cash to implement our projected plan of operations. Failure to obtain capital to fund short-term and long-term needs will likely result in the curtailment of our operations or cessation of certain aspects of our business strategy.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders.

The Company has no off balanceoff-balance sheet commitments or arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4.Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In connection withPursuant to Rule 13a-15(b) under the preparation of this annual report,Exchange Act, the Company carried out an evaluation, was carried out by the Company’s management, with the participation of the chief executive officerCompany’s management, including the Company’s Principal Executive Officer (“PEO”) and the acting chief financial officer,Principal Financial Officer (“PFO”), of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rulesunder Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”))Act) as of September 30, 2016. Disclosurethe end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures are designedwere not effective to ensure that information required to be disclosed by the Company in the reports filedthat the Company files or submittedsubmits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission’sSEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the chief executive officerCompany’s PEO and the chief financial officer,PFO, as appropriate, to allow timely decisions regarding required disclosures.disclosure

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were ineffective(b) Changes in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was not accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets.

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors.

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ofThere were no changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting, as of December 31, 2015, based on criteria establisheddefined in Internal Control – Integrated Framework (2013) issued byRules 13a-15(f) and 15d-15(f) under the Committee of Sponsoring Organizations of the Treadway Commission, this assessment isExchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to determine if there exist material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Our assessment of the effectiveness of our internal control over financial reporting identified certain material weaknesses, therefore management considers its internal control over financial reporting to not be effective.

The matters involving internal control over financial reporting that our management considered to be material weaknesses were:

Insufficient accounting resources.Management had insufficient accounting resources, which insufficiency resulted in delays associated with our reporting of our operating results.  Accordingly, we determined as of September 30, 2016, that the insufficient accounting resources are part of the material weaknesses as stated above.

US GAAP knowledge.Management has engaged an external consultant to counter the internal lack of US GAAP knowledge. Nonetheless, internally there is a lack of internal US GAAP knowledge, therefore, the work of the

external consultant does not entirely compensate for this internal deficiency. Accordingly, we determined as of September 30, 2016, that the internal lack of US GAAP knowledge is part of the material weaknesses as stated above.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of September 30, 2016, that the Company’s internal control over financial reporting was not effective based on the criteria inInternal Control – Integrated Framework  issued by the COSO. The Company intends to remedy its material weaknesses by:

This interim quarterly report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

During the period ended September 30, 2016, management has implemented a variety of internal controls procedure and financial reporting oversight.  This has enabled the company to perform an assessment of the effectiveness ofmaterially affect, our internal control over financial reporting.  This assessment did identify material weaknesses; which

The Company is committed to improving financial organization. As part of this commitment, management intendsand the Board perform reviews of the Company’s policies and procedures as they relate to remedy.financial reporting in an effort to mitigate future risks of potential misstatements. The Company will continue to focus on developing and documenting internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Unless otherwise noted, these judgements are accrued in accounts payable.