UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One

For the fiscal year ended: October 31, 2014June 30, 2021

or

For the transition period from _________________ to _________________

Commission File Number No. 000-51390

2310 York St,Street, Suite 200

Blue Island, IL 60406
Telephone: (708) 925-9424

(Address and telephone number of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 917.566.1080

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant tounder Section 12(g) of the Act: None.

Common Stock, $0.000001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐      YesNo ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒      YesNo ☐ No

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐      YesNo ☒ No

Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit and post such files). ☐ Yes ☒      No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐      No ☒

StateIf an emerging growth company, indicate by check mark if the aggregate market valueregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the votingExchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and non-voting common equity heldattestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by non-affiliates computed by reference to the price at which the common equity was last sold,registered public accounting firm that prepared or the average bid and asked price of such common equity, as ofissued its audit report. ☐

On December 31, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, (April 30, 2014): $654,244 (1,635,610,445 shares at a per sharethe aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $876,632, based upon the closing price on that date of $.0004).the common stock of the registrant on the OTC Link alternative quotation system of $0.0003. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its common stock are deemed to be affiliates of the registrant.

AsThe number of the registrant’s shares of common stock outstanding was 15,657,327 as of October 31, 2014, there were 1,635,610,445 shares of Common Stock, $0.0001 par value per share, issued and outstanding.13, 2021.

TABLE OF CONTENTS

NOTE REGARDING FORWARD-LOOKINGFORWARD LOOKING STATEMENTS

Unless stated otherwise or the context otherwise requires, the words “we,” “us,” “our,” the “Company” or “Fresh Harvest” in this “Annual Report on Form 10-K collectively refers to Fresh Harvest Products, Inc., a New Jersey corporation (the “Company”). The information in thisThis Annual Report on Form 10-K contains “forward-looking statements” relating to the Company,forward-looking statements within the meaning of Section 27ARule 175 of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21ERule 3b-6 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). In some cases, you canthat involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.statements. These statements are only predictionsnot guarantees of future performance and involve known and unknownare subject to risks, uncertainties and other factors, that may causesome of which are beyond our or our industry's actual results, levels of activity, performance or achievementscontrol and difficult to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements,predict and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

This report contains information that may be deemed forward-looking, that is based largely on the Company’s current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated.

Among such risks, trends and other uncertainties, which in some instances are beyond its control, may be the Company’s ability to generate cash flows and maintain liquidity sufficient to service its debt, and comply withexpressed or obtain amendments or waivers of the financial covenants contained in its credit facilities, if necessary. Other risks and uncertainties include the impact of continuing adverse economic conditions, potential changes in energy costs, interest rates and the availability of credit, labor costs, legislative and regulatory rulings and other results of operations or financial conditions, increased capital and other costs, competition and other risks detailed from time to timeforecasted in the Company’s publicly filed documents.

The words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions generally identify forward-looking statements. Readers are cautionedYou should not to place undue reliance on suchthese forward-looking statements, which are madeapply only as of the date of this report.Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The Company does not undertake to publicly update or revise its forward-looking statements.following discussion and analysis should be read in conjunction with our financial statements for Innovative MedTech, Inc. Such discussion represents only the best present assessment from our Management.

PART I

ITEMItem 1. DESCRIPTION OF BUSINESSDescription of Business

OVERVIEWCorporate Background

Innovative MedTech, Inc. (the “Company”) was originally formed on April 21, 2005, in New Jersey as “Serino 1, Corp.,”. On December 16, 2005, the Company merged with Fresh Harvest Products, Inc. (the “Company”) is a corporation formed in the State of New Jersey. Until October of 2012, we operated, and then changed its name to Fresh Harvest Products, Inc., and began operating as a natural and organic food products company before management decided to transitionand beverage company.  In 2012, the Company's line of business to capitalizeCompany  began focusing its efforts on its relationships within the rapidly growing Software-as-a-Service (SaaS), enterprise software and mobile application markets. The Company is engaged in thedeveloping software and mobile application development and video production businesses.and developing an e-book company, and in the intervening years, expanded its technology development and development efforts, creating a revenue sharing partnership with a mobile app, TreatER (available for free on the Apple App Store) in 2017 and in 2018, focusing on building a software program for financially valuing a film concept and mapping the predicted human behavior by region to films using a combination of geographical based social sentiment and the distribution data and financial performance of historically released films. On November 4, 2017, the Company redomiciled from New Jersey to Delaware, and changed its fiscal year end from October 31^st to June 30^th. On March 9, 2021, the Company effectuated a 10,000:1 reverse split, changed its stock symbol from “FRHV” to “IMTH,” and changed its name to Innovative MedTech, Inc. On March 25, 2021, the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. (collectively “SarahCare”), an adult day care center franchisor and provider. With 26 centers (2 corporate and 24 franchise locations) located in 13 states, SarahCare offers seniors daytime care and activities focusing on meeting their physical and medical needs on a daily basis, and ranging from nursing care to salon services and providing meals, to offering engaging and enriching activities to allow them to continue to lead active and engaged lives. We are now focusing all of our efforts on our senior care operations.

During October 2012, the Company began integrating a digital plan and strategy which shifted the Company’s focus to expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries.General Overview

During the fiscal year ended October 31, 2014, we did not generate any revenues as we were integrating our new business model, and developing software products. The Company was in developmentDescription of a calorie calculator and comparison operator for web and mobile applications, as well as other related software.Business

The Company expectsis a provider of health and wellness services. On March 25, 2021, the Company acquired SarahCare for a total of $3,718,833; $2,000,110 was paid in cash and the Company assumed approximately $393,885 in debt due to develop, licensesellers, and acquire software applications that will generate revenuethe remaining is payable through subscription fees, in-app upgrades, purchasesa royalty fee liability due in the amount of $1,500,000. With 26 centers (2 corporate and advertising. The Company is currently working24 franchise locations) located in 13 states, SarahCare offers seniors daytime care and activities focusing on several software applications includingmeeting their physical and medical needs on a calorie calculatordaily basis, and food comparison software solution so that consumers can be informedranging from nursing care to salon services and compare what foods they are eatingproviding meals, to offering engaging and be ableenriching activities to accurately calculate their daily calories per item, as well as compare foods with each other to learn and understand what the healthier options are. The Company is actively seeking strategic partners and acquisition targets in order to grow and expand.

The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditionsallow them to continue for the foreseeable future. As of October 31, 2014, the Company had $608 cash available for operationsto lead active and had an accumulated deficit of $10,250,388. Management believes that cash on hand as of October 31, 2014 is not sufficient to fund operations through October 31, 2015. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company.

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has limited revenue and without realization of additional capital, it would be highly unlikely for the Company to continue as a going concern.

Since October 31, 2012, the Company has engaged in the software and mobile application development and video production businesses.

Employees and Employment Agreements

As of October 31, 2014, we had one full time employee and several full and part-time third party independent contractors. Currently, the Company’s sole employee, is our President and Chief Executive Officer. We anticipate retaining additional sales and marketing (employees or consultants) and clerical personnel within the next 12 months, if and when our financial resources permit.

ITEM 1A. RISK FACTORS

We are subject to various risks that may materially harm our business, financial condition and results of operations. An investor should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K before deciding to purchase our securities. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline or we may be forced to cease operations.lives.

Overview and Mission

Our mission is to be one of the market leaders in the adult day care center market and to be a leader in related technologies in the health and wellness category. We believe that this is a fragmented market, and this is an opportune time to consolidate and grow our SarahCare brand. We have an experienced management team of adult day care industry and financial markets executives that have strong relationships in the industry.

RISKS RELATED TO OUR BUSINESSOperational Overview – SarahCare, our wholly owned subsidiary

SarahCare provides health-care related services and companionship for older adults, aged 60 and above, and for adults aged 18-60 who are in need of health-related care and supervision (a “SARAH Business”)  since February 1985. In 1985, the very first SarahCare Center opened its doors in Canton, Ohio. Originally called S.A.R.A.H. (Senior Adult Recreation and Health), the facility was one of the first intergenerational sites in the U.S. The senior adult day care center was located next to a child day care center and served as a training and research site for the development of other unique intergenerational programs across the country. Eventually, directors transitioned S.A.R.A.H.’s name to Sarah Center and, finally, to SarahCare demonstrating the philosophy of care administered to our seniors and their families.

We have limited capital resourcesgrant franchises for the operation of a SARAH Business. A SARAH Business provides non-medical care for elderly individuals and have experienced net lossesothers in need of health-related care and negative cash flowssupervision who desire compassionate care and we expect these conditionsstimulating activity in a secure, structured environment. We provide service that offers an effective solution for individuals who are in need of support services in order to continue forliving in their communities.

Currently, SarahCare operates 26 unique locations in the foreseeable future, as such we expectUnited States (24 franchised locations and 2 corporate owned centers) and internationally in the United Arab Emirates and Saudi Arabia. Center members who visit any one of our locations across 13 states are offered daytime care and activities ranging from exercise and health-care related needs on a daily basis to nursing care and salon services. Visitors benefit from additional services that we will need to obtain additional financinginclude specialized dietary menus and engaging social activities allowing them to continue to operate our business. Such financing may be unavailable or available only on disadvantageous terms, which could cause the Company to curtail its business operationslead active and delay the execution of its business plan. To date, we have not generated significant revenues. Our net losses for the years ended October 31, 2014 and 2013 were $365,344 and $566,859 respectively. As of October 31, 2014, we realized an accumulated deficit of $10,250,388 and we had $608 cash on hand. Our revenues have not been sufficient to sustain our operations and we expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. As such, we expect that we will continue to need significant financing to operate our business. Furthermore, there can be no assurance that additional financing will be available or that the terms of such additional financing, if available, will be acceptable to us. If additional financing is not available or not available on terms acceptable to us, our ability to fund our operations or otherwise respond to competitive pressures may be significantly impaired. We could also be forced to curtail our business operations, reduce our investments, decrease or eliminate capital expenditures and delay the execution of our business plan, including, without limitation, all aspects of our operations, which would have a material adverse affect on our business. The items discussed above raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we can achieve or sustain profitability in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether our products achieve market acceptance and whether we obtain additional financing. We may not achieve our business objectives and the failure to achieve such goals would have a materially adverse impact on us.

enriched lives.

We are currentlyAccreditation

SarahCare’s two corporate-owned centers have achieved accreditation through the Aging Services division of CARF, an independent, non-profit accreditor of health and human services. Through accreditation, CARF assists service providers in default with respectimproving the quality of their services, demonstrating value, and meeting internationally recognized organizational and program standards. The accreditation process applies sets of standards to various outstanding debt obligations, which if we failservice areas and business practices during an on-site survey. Accreditation, however, is an ongoing process, signaling to repay, could result in foreclosure upon our assets. We are currently in default with respectthe public that a service provider is committed to continuously improving services, encouraging feedback, and serving the center. Accreditation also demonstrates a number of our debt obligations. In the event we are unableprovider’s commitment to repay such debt obligations, we could lose all of our assetsenhance its performance, manage its risk, and be forced to cease our operations.distinguish its service delivery.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock and our business. We will require additional financing to fund future operations. We may not be able to obtain financing on favorable terms, if at all. IfWho we raise additional funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities may similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expensecare for us which could have a materially adverse affect on our business.

AccruedWe have trained staff including nurses who specialize in caring for those with various impairments and Unpaid Payroll Taxes. As of October 31, 2014, the Company owed the Internal Revenue Service and New York State payrollhealth related taxes in the amounts of $135,875 and $30,084, respectively, plus applicable interest and penalties. The total amount due to both taxing authoritiesproblems, including penalties and interest was $165,959 as of October 31, 2014 and 2013, subject to further penalties and interest plus accruals on unpaid wages. The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. If we are unable to resolve these tax liabilities such failure could have a material adverse effect on our business, financial condition, results of operations or liquidity.

We may suffer the loss of key personnel or may be unable to attract and retain qualified personnel to maintain and expand our business which have a material adverse affect on our business. Our success is highly dependent on the continued services of certain skilled management and personnel. The loss of any of these individuals could have a material adverse effect on us. In addition, our success will depend upon, among other factors, the recruitment and retention of additional highly skilled and experienced management and personnel. There can be no assurance that we will be able to retain existing employees or to attract and retain additional personnel on acceptable terms given the competition for such personnel and our limited financial resources. In addition, we are highly dependent on the services of our President and Chief Executive Officer, Michael Friedman, and Mr. Friedman devotes a portion of his time to unrelated business interests.

Significant Control of the Company is held by management and the Board of Directors. As of October 31, 2014, our directors and officers hold the power to vote an aggregate of 52.50% of our common shares. As a result, any person who acquires our common shares will likely have little or no ability to influence or control the Company.

Our common stock is considered a “penny stock” and as a result, related broker-dealer requirements may hamper its trading and liquidity. Our common stock is considered to be a “penny stock” since it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the common stock trades at a price less than $5.00 per share; (ii) the common stock is not traded on a “recognized” national exchange; or (iii) the common stock is issued by a company with average revenues of less than $6.0 million for the past three (3) years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend our common stock to investors, thus hampering its liquidity.to: frailty and physical dependence, memory impairment, stroke and parkinsons disease, chronic diseases, and isolation and depression.

Section 15(g)Nursing assistants and Rule 15g-2 require broker-dealers dealingother trained staff are always there to assist family members in penny stocks to provide potential investors with documentation disclosingambulating and moving through all of our activities throughout the risks of penny stocks and to obtain a manually signed and dated written receipt of the documents before effecting any transaction in a penny stockday. Activities are adapted for the investor’s account. Potential investorsspecific physical challenges so that no one ever feels left out. Yes, seniors who are wheelchair bound are very welcome in our common stockcenters. We handle a loved one’s challenging issues with care and consideration. If a loved one is wheelchair bound, multiple staff members are urgedavailable at any given time if they need the assistance of more than one person. If a loved one needs help with toileting and/or bathing, we have specially trained staff to obtainassist them. Our bathing areas are designed to give them as much privacy and read such disclosure carefully before purchasing any of our shares.

Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experiencedignity as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.possible.

We may have difficulty raising necessary capital to fund operations as a resultActivities -Our centers offer versatile daily services and activities. Some of market price volatility forthe benefits included in our shares of common stock. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:daily fee are:

Nursing Services - While our participants enjoy their day at SarahCare, our center nurses provide the care and monitoring they need on a regular basis. Care is provided in the privacy of our nurse’s clinic. Our centers are staffed with the qualified Registered and/or Licensed nurses. They are often specially certified and trained to work with issues related to aging and the elderly, and are passionate about caring for seniors. Nursing services that are offered include:

Meals – We offer delicious and nutritious meals at no extra cost. Meals are the perfect time for friends to socialize and celebrate, sharing memories and exchanging jokes. Our beautiful dining rooms and delicious food help turn each meal into a special event. A light breakfast, a delicious catered lunch, and afternoon snack are all included in the daily rate. Special diets are easily accommodated and assistance at meal time is always available.

Because weIntergenerational - Our intergenerational program brings together seniors and children in a safe and engaging environment. ‘Grandparents’ and ‘grandchildren’ have limited revenuesso much to date, you may consider any oneshare and can be a great source of joy to each other, yet they rarely have these factorsopportunities. SarahCare intergenerational programs bring both generations together in a structured environment where they can learn from each other – sharing their feelings, ideas, skills, and affection. Unlike other informal and casual get-togethers, our intergenerational program was scientifically designed and researched to be material. Our stock price may fluctuate widely as a resultencourage these interactions and allow our seniors to participate fully – from disabled and frail elders to sufferers of any of the above listed factors. In recent years, the securities markets in the U.S. have experienced a high level of pricedementia and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our shares of common stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If our business development plans are successful, we may require additional financing to continue to develop our products and to expand into new markets. The success of our products may, therefore, be dependent upon our ability to obtain financing through debt and equity or other means.Parkinson’s.

We will not pay cash dividends and investors mayCustomized Programs - Home Care - A participant’s time with SarahCare’s specially-trained staff doesn’t have to sellstop at the end of the day. Some seniors who are still living independently at home may require assistance during evenings and weekends, when they can’t spend time at the center. Or, if a loved one resides with their shares in orderfamily, occurrences may come up that require the family to realize their investment. We do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and marketing of our products. As a result, investors may have to sell their shares of common stock to realize their investment.be away from home during an evening or weekend when your senior requires care.

Our business and future operating results may be adversely affected by events that are outside of our control. Franchisees -Our businessfranchisees pay us a variety of royalties and operating resultsfees. Typical locations are vulnerablecommercial or professional office locations convenient to interruption by events outsideworking caregivers. The approximate size of our control, such as pandemics, earthquakes, fire, power loss, telecommunications failuresa SARAH Business facility is 5,000-6,000 square feet. Rent is estimated to be $96,000-$140,000 annually depending on size, condition and uncertainties arising outlocation of terrorist attacks throughout the world, the economic consequences of military action and the associated political instability, and the effect of heightened security concerns on domestic and international travel and commerce.

RISKS RELATING TO OUR TECHNOLOGY BUSINESS

We can provide no assurance that our business will be able to maintain a competitive technology advantage in the future. The Company’s ability to generate revenues now and in the future is based upon maintaining a competitive technology advantage over its competition. We can provide no assurances that we will be able to garner nor maintain a competitive technology advance in the future over our competitors, which have significantly more experience and are better capitalized than us.leased premises.

State and Federal Licenses. Both the company owned centers and the franchise centers acquire the required licenses prior to opening in their respective states. Not all states, such as Ohio, require a license to operate an ADHC (Adult Day Health Center), while other states, such as Pennsylvania, have strict licensing regulations. If a center wants to accept Medicaid participants, then they must complete the Medicaid certification process. The VA (Veterans Affairs) has their own standards and survey process in order to obtain an agreement/contract with the VA. All of these programs are administered by individual states. Every center follows the regulations as interpreted by the VA center in the specific areain which their center is located.

The federal program the Child Adult Food Care Program (CACFP) is for the reimbursement of food, and is administered by the Department of Agriculture. If a center wants to utilize CACFP, then they must complete the Department of Agriculture’s application and survey process.

All centers are surveyed annually by their state licensing department (if applicable), Medicaid, the VA, the CACFP (if applicable) and any additional funding source they may be using. In addition, most centers are surveyed by their local Health and Fire Departments annually.

No assurances canGoods and Services One Must Acquire From An Approved Supplier Or In Accordance With Our Standards and Specifications

The trademarks, trade names, service marks, and logos must be givenproperly depicted on any brochures, business cards and stationery, signage, forms, and public relations materials you purchase for use in your operation of the SARAH Business. These items, and other products, supply items and services, may be purchased from any source; however, we retain the right to, at any time in the future, condition the right to buy or lease goods and/or services on their meeting minimum standards and specifications and/or being acquired from suppliers we specifically designate or approve. We may issue and modify standards from time to time and enumerate them in our Operations Manual or other communications.

A Franchisee must purchase software to be used in the operation of the SARAH Business from a designated supplier. They may acquire certain pre-approved social media channels and online content for the SARAH Business only through us or our designated supplier. (Currently our System standards include Facebook, YouTube, Twitter, Instagram, Pinterest, and LinkedIn and no other channels, as approved social media outlets through which SARAH Businesses may be promoted.) A Franchisee must use the e-mail accounts we provide to you. We also currently recommend that they use our approved suppliers for: real estate site selection services; furniture, fixtures and equipment; marketing materials; computer software, and printing services. Otherwise, there currently are no goods, services, supplies, fixtures, equipment, inventory, computer hardware, real estate, or comparable items related to establishing or operating the SARAH Business that you must buy from us, our affiliate, or an approved supplier. None of our officers currently owns an interest in any supplier to SARAH Businesses.

If a Franchisee wants to purchase or lease any product, supply, item or service from a supplier or provider that we will be able to keep uphave not already approved, they must first obtain our approval. They may request our approval by providing us with a rapidly changing technology market or that we can prevent unauthorized access to our customer data. Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and revenues. Advances in information technology are changing the way clients use and purchase information products and services. Maintaining a technological competitiveness of any products, software systems and services is key to our future success. However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness. Without the timely introduction of new products, services and enhancements, our products and services will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer. Consumer needs and the business information industry as a whole are in a constant state of change. Our ability to continually improve our current processes and products in response to changes in technology and to develop new products and services are essential in maintaining our competitive position and meeting the increasingly sophisticated requirements of our clients. If we fail to enhance our current products and services or fail to develop new products in light of emerging technologies and industry standards, we could lose clients to current or future competitors, which could result in impairment of our growth prospects and revenues. A significant breachsample of the confidentiality ofitem they would like us to approve. We will use commercially reasonable efforts to notify the Franchisee within 30 days after receiving all samples and any other requested information we may hold or ofspecifications, whether they are authorized to purchase or lease the security of ourproduct or our customers’, suppliers’,service from that supplier or other partners’ computer systems could be detrimental to our business, reputation and results of operations. Our business may require the storage, transmission and utilization of data.provider. We do not charge a fee for engaging in this approval process.

IfIn the event we failreceive rebates from any suppliers to respond quickly to technological developments, our service may become uncompetitive and obsolete.The markets in which we plan to compete are expected to experience rapid technology developments, changes in industry standards, changes in customer requirements and frequent new improvements. If we are unable to respond quickly tofranchisees, these developments, we may lose competitive position, and our technologies may become uncompetitive or obsolete, causing revenues and operating results to suffer. In order to compete, we may be required to develop or acquire new technology and improve our existing technology and processes on a schedule that keeps pace with technological developments. We must also be able to support a range of changing customer preferences. We cannot guarantee that wefunds will be successful in any manner in these efforts.

used for marketing and promotional purposes. We May Not Be Able To Garner Technological Expertise, Which Would Adversely Impact Our Business.The markets for our information technology services are characterized by rapidly changing technologyestimate that, collectively, the purchases and evolving process development. Our business will depend upon our ability to:

We cannot be certain that we will develop capabilities required by potential customers in the future. Also, the emergence of new technologies, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive. In addition, we may have to acquire new testing technologies and equipment and train personnel to remain competitive. The acquisition and implementation of new technologies and equipment and training of new personnel may require significant expense or capital investment. Our failure to anticipate and adaptleases you obtain according to our customers’ changing technological needsspecifications or from approved or designated suppliers represent between 2.5%-7.5% of your total purchases and requirements would harmleases in connection with the establishment and operation of the SARAH Business. During the fiscal year ending June 30, 2021, we did not receive any rebates or other payments from suppliers based on their sales to franchisees and neither we nor our abilityaffiliates sold or leased any products or services to attract new customers and maintain existing customers. Our inability to maintain and expand our customer base could force us to curtail or cease our business operations.

We Have An Unproven Business Model And No Technical Operating History, Which Makes It Difficult To Evaluate Our Current Business And Future Prospects For Generating Revenues. We have only a very limited operating history upon which to base an evaluation of our current business and future prospects and we have yet to receive widespread acceptance of our services. We started our current business in October 2012. Our limited operating history and the overall economic environment make an evaluation of our business and prospects very difficult. We encounter certain risks and difficulties including, but not limited to, the following:

We may not be able to successfully address any of these risks. Failure to adequately do so could seriously impair our ability to operate, cause our revenues to decline and force us to curtail or cease our business operations.franchisees.

Insurance

Besides these purchases or leases, a potential Franchisee must obtain and maintain, at their own expense, the insurance coverage that we periodically require and satisfy other insurance-related obligations. They currently must obtain the following insurance: (i) comprehensive commercial general liability insurance, including bodily injury, property damage, personal injury, products and completed operations liability coverage with a combined single limit of not less than $1,000,000 per occurrence for bodily injuries, $1,000,000 per occurrence for property damage and $2,000,000 annual aggregate, (ii) workers’ compensation and employer’s liability insurance to meet statutory requirements of that of operation where the SARAH Business is located; (iii) commercial property insurance at replacement value, including fire, vandalism, and extended coverage insurance with primary and excess limits of not less than the full replacement value of the SARAH Business and its furniture, fixtures and equipment; (iv) automobile liability insurance for all owned, non-owned and hired automobiles with a single coverage limit of not less than $1,000,000; (v) other insurance as may be required by the state or locality in which the SARAH Business is located and operated; and (vi) professional liability insurance of not less than $1,000,000. All of the policies they maintain must contain the minimum coverage described above and must have deductibles not to exceed the amounts we specify. Each of the insurance policies must be issued by an insurance company of recognized responsibility and satisfactory to us. We may periodically increase the amounts of coverage required under these insurance policies and/or require different or additional insurance coverages at any time. The commercial general liability, automobile, and umbrella insurance policies must list us as additional insured parties and provide for 30 days’ prior written notice to us in the event of a policy’s material modification, cancellation, or expiration. They must furnish us with a copy of your Certificate of Insurance within 10 business days upon receipt of your Occupancy Permit for the SARAH Business. If they fail or refuse to obtain or maintain the insurance we specify, in addition to our other remedies including termination, we may obtain such insurance for you and the SARAH Business, on the potential Franchisee’s behalf, in which event they must cooperate with us and reimburse us for all premiums, costs and expenses we incur in obtaining and maintaining the insurance, plus a reasonable fee for our time incurred in obtaining such insurance.

We May Incur Significant Operating Losses In The Future, Which May Force UsAdvertising Materials

Before a potential Franchisee uses them, they must send to Cease Operations Or Significantly Curtail Our Business. Our success to generate revenues depends on numerous factors, including the ability to service our clients, provide needed information technology servicesus for review samples of all advertising, promotional and products, collect revenues from potential clients, and to develop new markets. However, developing new products and markets will lead to more expenses, being incurred asmarketing materials which we have not prepared or previously approved. They must not use any advertising, promotional, or marketing materials that we have not approved or have disapproved. During approximately the first 3 months of operating the SARAH Business, we will use the Marketing Deposit to amongpay vendors selected to provide advertising and related services for the promotion of the SARAH Business, which may include, for example, arranging online Internet advertising and marketing content, including Facebook, YouTube, Twitter, Instagram, Pinterest, LinkedIn or other things:social media outlets and paying click-through charges to search engines, banner advertising sources, and advertising host sites to promote the SARAH Business. We may develop certain promotional materials and/or designate or approve specific suppliers of promotional materials during the franchise term that we may require them to purchase and use. All online marketing activities you conduct for the SARAH Business must meet our then-current guidelines for franchisee use of social media that we include as part of the Operations Manual or otherwise communicate as part of our System standards.

Development of Your SARAH Business

A potential Franchisee is responsible for locating, obtaining, and developing a site for the SARAH Business within the Territory. They must submit a proposed site for the SARAH Business for our approval in a form we specify that includes detailed construction drawings and other site-specific information. After we approve a site for the SARAH Business, they are responsible for constructing and equipping the SARAH Business at that site. They may not begin developing any site or constructing or remodeling any structures or fixtures before we have approved the site. They may consult with real estate and other professionals of their choosing, and we may also assist you in the development of the SARAH Business. They must submit to us for our approval detailed plans and specifications adopting our then-current plans and specifications for SARAH Businesses.

SarahCare, as the franchisor, supplies the Franchisee’s with initial assistance and approval with the following:

Once the Franchisee’s SarahCare business is operational, we will:

Opening

If our revenue does not growWe estimate that a potential Franchisee will open the SARAH Business within 8 to offset these expected increased expenses, we will not be profitable. Furthermore, if our operating expenses exceed our expectations,10 months after they sign the Franchise Agreement. The interval between signing the Franchise Agreement and opening the SARAH Business depends on the site’s location and condition, the construction schedule for the SARAH Business, the extent to which they must upgrade or if we encounter difficulties in collectingremodel an existing location, the revenue from our customers, our financial performance will be adversely affecteddelivery schedule for equipment and we could be forced to curtail or cease our business operations.supplies, securing financing arrangements, completing training, and complying with local laws and regulations.

Current Locations

Below is a list of our current franchised (24) locations:

California - 450 Marathon Dr. Campbell, CA 95008

Connecticut - 870 Burnside Avenue East Hartford, CT 06108

Florida - 1504 S. Harbor City Blvd. Melbourne, FL 32901

1200 N. University Dr. Pembroke Pines, FL 33024

754 Riverside Drive, Coral Springs, FL 33071

Georgia - 801 Oakhurst Drive Evans, GA 30808

286 SW Highway 138 Riverdale, GA 30078

Idaho - 1655 S. Vinnell Boise, ID 83709

Indiana - 2805 E. 96^th Indianapolis, IN 46240

Massachusetts - 1225 Dorchester Avenue Dorchester, MA 02125

1217 Grafton St. Worcester, MA 01604

Michigan - 2211 E. Beltline Ave. NE Suites B & C Grand Rapids, MI 49525

13425 19 Mile Rd., Suite 500 Sterling Heights, MI 49519

2024 Health Dr., Suite B Wyoming, MI 49519

New Jersey – 1115 Glove Avenue, Mountainside, NJ 07092

North Carolina - 2245 Gateway Access Pt. Suite 101 Raleigh, NC 27607

Ohio - 10901 Prospect Road Strongsville, OH 44149

Pennsylvania - 7010 Snowdrift Rd. Allentown, PA 18106

261 Old York Rd., Suite A51 Jenkintown, PA 19046

425 Technology Dr. Malvern, PA 19355

2030 Ardmore Blvd. Pittsburgh, PA 15221

1726 S. Broad St, Philadelphia, PA 19145

Texas - 157 Nursery Road The Woodlands, TX 77380

23972 Highway 59 N. Kingwood, TX 77339

We Depend have 2 international centers in the United Arab Emirates and Saudi Arabia, that are franchised, but are not yet open.  We do not have an expected date as to when they will be open, if ever.

Below is a list of our current corporate (2) locations:

SarahCare of Belden - 6199 Frank Ave NW, North Canton OH 44720

SarahCare of Stow - 4472 Darrow Road, Stow OH 44224

Our Growth Strategy

Our sales and marketing teams intend to leverage our value proposition and strong participant satisfaction to promote our brand and attract new participants to our centers. The size of our centers depends on the size of the addressable population within each service area. We first determine whether we can fill a center’s expected participant census, then, as a center reaches its initial capacity, we plan to increase its size through pre-planned facility expansions. Once we have reached planned capacity, we intend to expand to other locations.

Our growth strategy includes renewing our current franchised locations. Recently, SarahCare renewed its agreements regarding two SarahCare franchised locations, one in The Woodlands, Texas, and one in Kingwood, Texas. Both renewals are for five years.

Leasing New Market Space

We plan to build new centers or lease from existing market space to enter new markets for our daycare centers into adjacent or new geographies.

The placement of our centers in attractive locations is critical to our success. We regularly conduct zip code level analyses and convene small focus groups with potential participants and caregivers to identify service areas with attractive concentrations of seniors eligible for our daycare services and select optimal sites for our centers. We prioritize service areas with populations that include more than 4,000 potential participants within a 60-minute drive of a center. Our approach to building new daycare centers or leasing space in favorable market areas is based on our experience-based specifications, with flexibility for future center expansion factored into the blueprints where possible.

On April 21, 2021, the Company, through ten newly-formed, wholly-owned limited liability companies, entered into lease agreements with entities controlled by our Chairman, Charles Everhardt, for ten additional SarahCare locations to be operated by the Company. All of the leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031, with a 5-year renewal option. The Continued Services Of Our Executive Officers, And rent for each location is $7,500 per month. As of June 30, 2021, the Company has amended the leases to delay commencement until November 1, 2021.

The Loss Of Key Personnel Could Affect Our Ability To Successfully Grow Our Business. ten locations are as follows:

Texas – 6121 N Interstate Highway 35, Austin, TX 78752 – approximately 8,500 sq. ft.

9090 Southwest Freeway, Houston, TX 77074 – approximately 8,500 sq. ft.

Ohio – 33 East 5^th Street, Dayton, OH 45402 – approximately 8,500 sq. ft.

Mississippi – 200 E Amite Street, Jackson, MS 39201 – approximately 8,500 sq. ft.

Georgia – 1775 Parkway Place SE, Marietta, GA 30067 – approximately 8,500 sq. ft.

Tennessee – 2625 Thousand Oaks, Memphis, TN 38118 – approximately 8,500 sq. ft.

Florida – 3835 McCoy Road, Orlando, FL 32812 – approximately 8,500 sq. ft.

Pennsylvania – 1741 Papermill Road, Wyomissing, PA 19610 – approximately 8,500 sq. ft.

New Jersey – 1 West Lafayette Street, Trenton, NJ 08608 – approximately 8,500 sq. ft.

Oklahoma – 7902 South Lewis Avenue, Tulsa, OK 74136 – approximately 8,500 sq. ft.

Potential Acquisitions

We believe we are the logical acquiror in a fragmented market made up of mostly small independent local operators. We are highly dependent uponlooking for potential acquisitions in new geographic markets along with existing markets that meet certain criteria. We maintain discipline in our approach in regards to purchase price for acquisitions. We consider many factors in determining the services of Mr. Friedman, our CEO, President and Chairman. The permanent losspurchase price that include potential market expansion, healthcare employee base, demographics of our target market of seniors, daycare demand both future and present is also considered along with other factors before a decision is made to acquire a potential acquisition target. We work closely with key executiveconstituencies, including local governments, health systems and senior housing providers, to ensure participants continue to receive the high quality care we demand in our operations and that potential acquisition targets can achieve our important quality standards.

Reinvest in our Technology

We are continuing to examine ways to improve and enhance our technology offerings to improve efficiencies in our operations. Further, we are evaluating new software and medical device technology to use at our centers to help with our participants who are experiencing chronic pain without the use of medications. We believe placing new technologies at our centers to further meet the needs of our participants will help us to stand out in the daycare market and attract further participants to our centers. As we continue to evaluate new ways of bringing new technologies and efficiencies to our operations, we believe we will be able to attract new participants and potentially reduce medical costs.

Industry Overview

Healthcare spending in the United States has grown at approximately 5% per year from 2013 to 2018, and in 2018 represented $3.6 trillion of annual spend, or 17.7% of U.S. GDP. The overall growth rate of healthcare spending is expected to accelerate due to the aging population. Furthermore, the government’s share of total healthcare spend through programs such as Medicare and Medicaid is expected to grow from approximately 37% today to more than 40% as early as 2025, indicating faster growth in government-sponsored healthcare than the overall market. There are approximately 6,000 senior daycare center across the United States. The industry market size is approximately $6.4 billion and expected to rise 25% over the next five years. Each senior daycare center has an average of 60 participants with daily participants of 351,900 using senior daycare services.

Employees

As of June 30, 2021, the Company had 37 employees. This does not include the employees of the independently owned and run franchise locations.

Intellectual Property

The Company owns the following intellectual property (trademarks): SarahCare and Sarah Adult Day Services.

Competition

There are approximately 4,600 adult day care centers (from the CDC) in the U.S. may be part of stand-alone adult centers specifically set up to provide day care to seniors, 70 percent are affiliated with or operate within senior centers, churches, medical centers or residential care facilities. Two of our larger competitors include Active Day, with approximately 100 locations, and Easter Seals, a non-profit with 69 affiliates. Programs run from several hours to a full day. Participants may attend daily, a few times a week, weekly, or just for special activities. Weekend and evening care are less common, although this is changing as demand for adult day care rises. We also compete with home care and in-home medical care professionals and enterprises.

Governmental Regulations

We will be governed by government laws and regulations governing adult day care facilities. We believe that we are currently in compliance with all laws which govern our operations and have no current liabilities thereunder. Our intent is to maintain strict compliance with all relevant laws, rules and regulations.

Reports to Security Holders

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Environmental Regulations

We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect uponon our operating results. We may not be able to locate a suitable replacement if his services were lost. We do not maintain key man life insurance on him. Our future success will also depend, in part, upon our ability to attract and retain highly qualified personnel. Our inability to retain additional key executives and to attract new, qualified personnel could cause us to curtail our businessresults of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTSItem 1A. Risk Factors

We areAs a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act andwe are not required to provide the information required underby this item.

ITEM 2. DESCRIPTION OF PROPERTIESItem 1B. Unresolved Staff Comments.

The Company maintains its office in New York, New York. There is a month-to-month office lease. The rent is approximately $1,050 per month for our current office located in New York and we did not pay, but accrued, rent for our office during 2014 and 2013. We maintain a limited amount of office equipment and do not lease any vehicles.None.

ITEM 3. LEGAL PROCEEDINGSItem 2. Properties

As of October 31, 2014,June 30, 2021, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space at this time but expects to enter into a month-to-month office lease for this space.

SarahCare leases three properties for its corporate office and its two corporate owned centers. SarahCare’s corporate office is approximately 3,470 square feet and is located at 4580 Stephen Circle NW, Canton, Ohio, 44718. The lease began in 2017 and ends in 2023.

SarahCare’s lease for its first corporate-owned SarahCare location is for approximately 5,300 square feet located at 6199 Frank Ave. NW, North Canton, Ohio, 44720. The lease began in 2018 and ends in 2026.

SarahCare’s lease for its second corporate-owned SarahCare location is for approximately 6,000 square feet located at SarahCare of Stow, 4472 Darrow Road, Stow, Ohio, 44224. The lease began in 2018 and ends in 2026.

On April 21, 2021, the Company, through ten newly-formed, wholly-owned limited liability companies, entered into lease agreements with entities controlled by our Chairman, Charles Everhardt, for ten additional SarahCare locations to be operated by the Company. All of the leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031, with a 5-year renewal option. The rent for each location is $7,500 per month. As of the June 30, 2021, the Company has amended the leases to delay commencement until November 1, 2021.

The 10 locations are in the following locations:

Texas – 6121 N Interstate Highway 35, Austin, TX 78752 – approximately 8,500 sq ft.

9090 Southwest Freeway, Houston, TX 77074 – approximately 8,500 sq ft.

Ohio – 33 East 5^th Street, Dayton, OH 45402 – approximately 8,500 sq, ft.

Mississippi – 200 E Amite Street, Jackson, MS 39201 - approximately 8,500 sq, ft.

Georgia – 1775 Parkway Place SE, Marietta, GA 30067– approximately 8,500 sq, ft.

Tennessee – 2625 Thousand Oaks, Memphis, TN 38118– approximately 8,500 sq, ft.

Florida – 3835 McCoy Road, Orlando, FL 32812– approximately 8,500 sq, ft.

Pennsylvania – 1741 Papermill Road, Wyomissing, PA 19610– approximately 8,500 sq, ft.

New Jersey – 1 West Lafayette Street, Trenton, NJ 08608– approximately 8,500 sq, ft.

Oklahoma – 7902 South Lewis Avenue, Tulsa, OK 74136– approximately 8,500 sq, ft.

Item 3. Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

As of June 30, 2021, we were not a party to any material legal proceedings. We currently have twenty-four (24)seventeen (17) convertible promissory notes that are in default, and we may be subject to legal proceedings or lawsuits from any number of those convertible noteholders, including the below Notice of Commencement of Action Subject to Mandatory Electronic Filing.

On April 7, 2013, three note holders (Brook Hazelton, Benjamin M. Manalaysay, Jr., and Diego McDonald, the “Plaintiffs”), whom together invested a total principal amount of $45,000 in the form of Convertible Promissory Notes (the “Notes””Notes”) to the Company, together filed a “Notice of Commencement of Action Subject to Mandatory Electronic Filing” in the Supreme Count of the State of New York, County of New York. The Plaintiffs alleged that the Company breached their contracts with the Plaintiffs, and included causes of action for unjust enrichment and related claims, seeking repayment of each of their respective convertible promissory notes plus interest. Since the initial filing, the Plaintiffs have not proceeded with the case.

ITEM 4. MINE SAFETY DISCLOSURESOur wholly owned subsidiary, SarahCare, is involved in the following legal proceedings:

Not applicable.McKinley Alliance Group, LLC et al v. Sarah Adult Day Services, Inc. Case No. 5:19-cv- 02078-SL) in the United States District Court for the Northern District of Ohio Eastern Division, filed on April 12, 2019. The plaintiff, a former franchisee who remained in business at the same location after expiration of the franchise agreement, originally filed this action in Georgia State Court seeking injunctive relief and a declaration that the post-term restrictive covenants in the franchise agreement are unenforceable. We successfully transferred the action to federal court and moved venue to the Northern District of Ohio. We have filed counterclaims for royalties owed. No trial date is set, and settlement discussions among the parties continue.

Sarah Adult Day Services, Inc. vs. Boston Adult Daycare Corp. and Worcester Adult Daycare, LLC, and Alla Shlosman and Janet Goronshtein, (Case No. 5:19-cv-672), in the United States District Court for the Northern District of Ohio Eastern Division, filed on March 26, 2019. We filed a complaint against the franchisees of our Dorchester and Worcester, Massachusetts, outlets and certain of the common owners for failure to pay royalties due and other alleged breaches. The case was settled before any trial and dismissed on November 15, 2019. The settlement, which includes confidentiality and non-disparagement provisions, required the franchisees and the certain common owners to make partial payments and to provide to us guaranteed and secured notes for the remainder. The franchisees also agreed to, and signed, new 10-year franchise agreements for the franchises in Dorchester and Worcester, Massachusetts, and East Hartford, Connecticut.

Sarah Adult Day Services, Inc v Beyda Adult Day Care, LLC, et al, (Case No. 5:19-CV- 614) in the United States District Court for the Northern District of Ohio, Eastern Division, filed March 20, 2019. We filed an action seeking confirmation of an arbitration award that enjoined Beyda Adult Care, LLC, and its owners from operating a competing business after the expiration of their franchise agreement in violation of the non-competition provision. The Court confirmed the arbitration award in all respects and entered judgment in accordance with the arbitration award on October 2, 2019. To avoid domesticating the judgment, the parties agreed to a settlement, which includes confidentiality and non-disparagement provisions, and the execution of a new 10- year franchise agreement, effective on April 28, 2020.

Sarah Adult Day Services, Inc v Beyda Adult Day Care, LLC, et al, (Case No. 01-18-0001- 6101) in the Commercial Arbitration Tribunal, American Arbitration Association, filed April 23, 2018. We filed a demand for arbitration seeking to enjoin Beyda Adult Care, LLC, and its owners from operating a competing business after the expiration of their franchise agreement in violation of the non-competition provision. The arbitrator issued a written final award on February 28, 2019, enjoining Beyda from operating such a competing business. This award was confirmed by the U.S. District Court for the Northern District of Ohio (see above case).

PART II

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

Market Information

The Company’s common stockOther than the actions we describe above, no litigation is quoted on the OTCQB. The following table sets forth the range of high and low bid prices per share of the Company’s common stock for each of the periods indicated, as reported on www.otcmarkets.com.