SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date that the financial statements were issued and determined that there were subsequent events requiring adjustments to or disclosure in the financial statements. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES act was enacted as a response to the COVID-19 outbreak discussed above and is meant to provide companies with economic relief. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. On January 10, 2020, the Board of Directors adopted the following resolutions and took the following actions by unanimous written consent in lieu of a meeting in accordance with the applicable provisions of the Florida business Corporation Act: On January 3, 2020, the Company borrowed from its CEO, $95,000 under a non interest bearing promissory note which matures on January 3, 2021. Effective January 15, 2020, the Company amended its August 1, 2019 lease agreement reducing its monthly lease payment to $2,223 plus applicable sales tax. On April 30, 2020, the rent due under our lease agreement had been reduced by 50% for the months of April and May, 2020. On July 17, 2020, the Company signed a lease that was effective August 1, 2020 through July 31, 2021, which On April 1, 2020, the Board of Directors adopted the following resolutions and took the following actions by unanimous written consent in lieu of a meeting in accordance with the applicable provisions of the Florida business Corporation Act: ● On March 1, 2020, the Company and its CEO, f or Value Received, the undersigned hereby acknowledge and agree that: 1. Company and Holder entered into the following Promissory Notes (“Notes”) totaling $194,500: a. $17,500 on February 6th, 2019 that expires on February 6 th b. $30,000 on October 11th, 2018 that expires on March 11 th c. $25,000 on May 8th, 2019 that expires on May 8 th d. $25,000 on May 29th, 2019 that expires on May 29 th e. $40,000 on June 26th, 2019 that expires on June 26 th f. $50,000 on July 19th, 2019 that expires on July 19 th g. $7,000 on November 14th, 2019 that expires on November 14 th 2. The Company and Holder agree to extend all the Notes’ due dates for payment of principal and all accrued and unpaid interest to December 31 st 3. Upon execution of this Extension, the Company, as an incentive to the Holder for entering into this agreement, will issue to the Holder an Option to purchase 389,000 restricted common shares of the Company at $0.25 per share. The option will be fully vested as of March 1, 2020. ● During the three months ended March 31, 2020, 37,500 warrants were valued at $51,740 and expensed as stock compensation. ● On March 31, 2020, the Company borrowed from its CEO, $6,000 under a non interest bearing promissory note which matures on December 31, 2020. ● On August 21, 2020, the Company borrowed from its CEO, $17,700 under a non interest bearing promissory note which matures on December 31, 2020 (see below). On October 19, 2020, the Company borrowed from its CEO, $11,500 under a non interest bearing promissory note which matures on December 31, 2021. On December 22, 2020, these notes totaling $202,700 along with a payment of $25,000, totaling 227,700 units were all converted into 810,800 shares of common shares and a warrant was issued for 1,013,500 shares with an exercise price of $0.40/share. ● On May 4, 2020, the Company borrowed from its CEO, $2,500. On June 1, 2020, the Company borrowed from its CEO, $4,000. On June 30, 2020, the Company borrowed from its CEO, $5,000. On July 15, 2020, the Company borrowed from its CEO, $2,000. On July 20, 2020, the Company borrowed from its CEO, $1,000. On August 7, 2020, the Company borrowed from its CEO, $1,200. On August 21, 2020, the Company borrowed from its CEO, $2,000. On August 21, 2020, the Company entered into a non interest bearing promissory note with the total above combined funds of $17,700 which matures on December 31, 2020. This note was then part of the December 22, 2020 conversion (see above). ● On January 5, 2020, the related party used his $100,000 note to exercise his 1,000,000 options to purchased 1,000,000 shares of the Company’s common stock at $0.10 per share. The Company originally purchased medical equipment for a total cost of $75,000 which was 100% financed by the seller. After making several payments, the Company settled with the vendor due to issues with equipment, and was relieved of the $25,000 balance owed as of first quarter 2020. The total amount paid of $50,000 represents the actual cost. Effective July, 1, 2020, the Company entered into an employee agreement with its Chairman and Chief Executive Officer, for a term of 48 months. The employee’s base salary is $15,000 monthly, beginning with the July 2020 payment, which rate shall be inclusive of all claims by the employee for his services. However, employee agrees to accrue his salary from the July 1, 2020 through and including December 2020 and allows the Board of Directors to decide on whether to convert any or all accrued salary into Company restricted common shares. Beginning on the July 1, 2020, normal direct business expenses will be covered, including business class travel on flights over 5 hours. Employee will receive a $500 per month vehicle expense stipend to help mitigate the costs of the frequent travel required to visit the Orlando office and University of Central Florida from the employee’s home. Employee will also be granted an option pursuant to the Company’s Equity Incentive Plan to purchase 1,000,000 restricted shares of the Company’s common stock, with an exercise price of $0.25 per share, and a Start Date of July 1, 2020. All 1,000,000 shares will be fully vested on July 1, 2020. On November 6, 2020, AVRA made an investment (the “Investment”) of $210,000 in Avra Air, LLC which was made with $40,000 in cash and the balance by the issuance to Avra Air, LLC of 472,222 restricted common shares of AVRA valued at $0.36 per Share. In exchange for the Investment. AVRA received (a) a 49.8% limited liability company membership interest in Avra Air, LLC; and (b) the remaining 50% of a vehicular air sterilization provisional patent that AVRA did not yet control. In addition, AVRA agreed to pay Avra Air, LLC a royalty payment of $1.50 per vehicular air sterilization kit for two years from the date that a first kit that uses the patent is sold. On December 22, 2020, the Company issued 472,222 shares of its common stock towards its acquisition of Avra Air, LLC. On November 6, 2020, AVRA issued an aggregate 256,027 Units (“Units”) at a price of $1.00 per Unit in a private offering (the “Offering”) to four “accredited investors.” Each Unit consisted of (a) four shares of our common stock (“Shares”); (b) a three-year warrant to purchase five Shares at an exercise price of $0.40 per Share; and (c) a 0.00008749% limited liability company membership interest in Avra Air, LLC (“Avra Air”), a development stage company, which interest may be put to the Company at the option of the investor for a period of two years from issuance, in exchange for one Share. As a result of the foregoing, the investors were issued an aggregate of 1,024,108 Shares, warrants to purchase 1,280,135 Shares and a 22.4% limited liability company membership interest in Avra Air, LLC. On November 6, 2020, AVRA issued an aggregate of 321,489 Shares as follows: ● 10,000 Shares to its Director Arthur Tomassetti per his prior advisory agreement; and ● 220,489 Shares to seven consultants, advisors, and service providers for services rendered through November 1, 2020; and ● 70,000 Shares to Farhan Taghizadeh, M.D., AVRA’s Chief Medical Officer, for services thru November 1, 2020; and ● 21,000 Shares for a stock option exercised by an investor at an exercise price of $0.10 per Share. On January 26, 2021, AVRA issued an aggregate 235,000 Units (“Units”) at a price of $1.00 per Unit in a private offering (the “Offering”) to four “accredited investors.” Each Unit consisted of (a) four shares of our common stock (“Shares”); and (b) a three-year warrant to purchase five Shares at an exercise price of $0.40 per Share. As a result of the foregoing, the investors were issued an aggregate of 940,000 Shares, and warrants to purchase 1,175,000 Shares. On June 3, 2021, the Board of Directors adopted the following resolutions and took the following actions by unanimous written consent in lieu of a meeting in accordance with the applicable provisions of the Florida business Corporation Act: 1. The Company issued 33,000 shares of restricted common stock required to be issued for services through June 1st, 2021 to Farhan Taghizadeh, per his employment agreement dated September 15, 2020. 2. The Company issued 10,000 shares of restricted common stock required to be issued to Ettore Tomassetti per his Stock Award dated April 15th, 2019. 3. The Company issued 160,000 shares of restricted common stock required to be issued to Nikhil Shah per his Stock Grant Award dated April 15, 2019 and his Employment Agreement dated March 1, 2018. 4. The Company issued 5,600 shares of restricted common stock required to be issued for services through June 1st, 2021 to Maria Carin Bruck, per her services agreement dated October 1, 2018. 5. The Company issued 3.889 shares of restricted common stock required to be issued for services through June 1st, 2021 to Robert Santangelo, per his services agreement dated February 15th, 2019. 6. The Company issued 19,445 shares of restricted common stock required to be issued for services through June 1st, 2021 to Vipul Patel, per his services agreement dated September 1st, 2019. 7. The Company issued 7,000 shares of restricted common stock required to be issued for services through June 1st, 2021 to Henry Gewanter, per his services agreement dated February 10th, 2020. 8. The Company issued 19,444 shares of restricted common stock required to be issued to Jared Stammel per his Stock Award dated September 1st, 2020. 9. The Company issued 25,000 shares of restricted common stock required to be issued to Robert Chanson, per his services agreement dated February 20th, 2021. 10. On October 26, 2020, the Company received a commitment to sell 135,000 units for $135,000. A $25,000 promissory note plus accrued interest of $1,027 was converted towards the commitment for 26,027 units. On May 3, 2021, the Company received $45,000 towards his commitment and the remaining balance is $63,973. The balance is due on or before October 21, 2021. |