Our license revenues consist of revenues earned from the licensing of our software products. These products are generally licensed on a perpetual basis. Pricing models have generally been based either upon the physical infrastructure, such as the number of physical desktop computers or servers, on which our software runs or on a per user basis. License revenues are recognized when the elements of revenue recognitionThe Company accounts for the licensed software are complete, generally upon electronic shipment of the software and the software key to provide full access to all functionalities for our customers. In general, our invoices reflect license, service and maintenance components. In the case of multi element contracts, the revenues allocated to the software license in most cases represent the residual amount of the contract after the fair value of the other elements has been determined. Certain products of our software offering are licensed on a subscription basis.

Software maintenance revenues are recognized ratably on a pro-rata basis over the range of the contract period. Our contract periods typically range from one to five years. Vendor-specific objective evidence (“VSOE”) of fair value for software maintenance services is established by the rates charged in stand-alone sales of software maintenance contracts or the stated renewal rate for software maintenance. Customers who are party to software maintenance agreements with us are entitled to receive support, product updates and upgrades on a when-and-if-available basis.

Professional services include pre-project consulting, software design, customization, project management, implementation and training. Professional services are not considered essential to the functionality of our products, as these services do not alter the product capabilities and may be performed by our customers or by other vendors. Professional services engagements performed for a fixed fee, for which we are able to make reasonably dependable estimates of progress toward completion, are recognized on a proportional performance basis based on hours incurred and estimated hours of completion. Professional services engagements that are on a time and materials basis are recognized based on hours incurred. Revenues on all other professional services engagements are recognized upon completion. Our professional services may be sold with software products or on a stand-alone basis. Vendor Specific Objective Evidence (VSOE) of fair value for professional services is based upon the standard rates we charge for such services when sold separately.

The functional currency of the Company is US dollars. For financial reporting purposes, the financial statements of the subsidiary companies whose functional currency is other than US dollars were translated into US dollars using the current rate method. Assets and liabilities were translated at the exchange rates at the balance sheet dates, revenue and expenses were translated at the average exchange rates and stockholders’ equity was translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income ~~but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity~~.

According to FASB ASC 450 “Contingencies”, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings.

~~Income~~ taxes ~~are provided~~ in accordance with FASB ~~Codification topic~~ASC 740, ~~“Accounting~~“Income Taxes.” Deferred tax assets and liabilities are recognized for ~~Income Taxes”. A deferred~~the future tax ~~asset or liability is recorded for all~~consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax ~~reporting and net operating loss-carry forwards.~~bases.

Deferred tax assets and liabilities are ~~reduced by~~measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when ~~in the opinion~~it is “more likely-than-not” that a deferred tax asset will not be realized.

Tax benefits of ~~management,~~uncertain tax positions are recognized only if it is more likely than not that ~~that some portion~~the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of March 31, 2021 and December 31, 2020. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or ~~all of~~penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the ~~deferred tax asset will not be realized. Deferred tax assets~~three months ended March 31, 2021 and ~~liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.~~2020.

In July 2012, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. With the objective of reducing the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-loved asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with ~~Subtopic 350-30, Intangibles – Goodwill~~the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and ~~Other – General Intangibles Other than Goodwill.~~Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The ~~more-likely-than-not threshold is defined~~Company has one operating segment as ~~having the likelihood~~ of ~~more than 50 percent. The amendments are effective for annual~~March 31, 2021 and ~~interim impairment tests performed beginning April 1, 2013. Adoption of this new standard is not expected to have significant impact to the Company’s financial statement.~~December 31, 2020.

~~We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations~~Effect of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

As previously disclosed, the Company has exchanged a total of 5,405,411 shares of common stock in exchange for 50.1% of the outstanding common shares of GROUP. Although the Company was the legal acquirer, the transaction was accounted for as a recapitalization of GROUP in the form of a reverse merger, whereby GROUP becomes the accounting acquirer and is deemed to have retroactively adopted the capital structure of the Corporation. Accordingly, the accompanying consolidated financial statements reflect the historical consolidated financial statements of GROUP for periods presented prior to January 6, 2011. All costs associated with the reverse merger transaction were expensed as incurred. Those expenses totaled approximately $300,000 and were included in professional fees in administrative expenses.

The Company has based its financial reporting for the consolidation with GROUP in accordance with the FASB ASC 805-40 as it relates to reverse acquisitions. Goodwill has been measured as the excess of the fair value of the consideration effectively transferred by the Company, the acquiree, for financial reporting purposes, over the net amount of the Company’s recognized identifiable assets and liabilities.

We have recorded the acquired assets and liabilities of Group Business Software Enterprises, Inc. on the acquisition date of January 6, 2011, at their fair value and the operations of Group Business Software Enterprises, Inc. have been included in the consolidated financial statements since the acquisition date.

The assets and liabilities of GROUP, the acquirer for financial reporting purposes, are measured and recognized in the consolidated financial statements at their precombination carrying amounts in accordance with ASC 805-40-45-2(a). Therefore, the non-controlling interest reflects the non-controlling shareholders’ proportionate interest in the pre-combination carrying amounts of GROUP’s net assets even though the non-controlling interests in other acquisitions are measured at their fair values at the acquisition date.

Due to the Company’s perceived increase in the demand for Modernization, Mobility and Optimization offerings, the Company made a strategic decision in 2012 to focus on its core offerings in the IBM Notes and Domino market and to divest its non-core businesses. As a result, on February 1, 2013, GBS entered into a Stock Purchase Agreement, dated February 1, 2013 (the “Agreement”), with IDC Global, Inc., a Delaware corporation and a wholly-owned subsidiary of GBS (“IDC”), and Global Telecom & Technology Americas, Inc., a Virginia corporation (“GTT). Pursuant to the Stock Purchase Agreement, we sold 100% of the issued and outstanding capital stock of IDC to GTT for an aggregate purchase price of $4,600,000 (the “Purchase Price”),

Discontinued Operations and their results of operations, financial positions and cash flows are shown separately for the nine months ended on September 30, 2012 for comparative purposes. Summarized financial information for discontinued operations is set forth as follows:

~~The subsidiaries listed below were included in the basis of consolidation (KUSD = 1,000’s of US Dollars):~~

As of the financial statement date, the Company’s cash and cash equivalents totaled 259 KUSD (December 31, 2012 restated year end: 1,155 KUSD). Included in that amount are cash equivalents of 3 KUSD (December 31, 2012 restated year end: 3 KUSD).

As of the financial statement date, Accounts Receivable was 3,528 KUSD (December 31, 2012 restated year end: 4,143 KUSD). Receivables are generally measured at their nominal value and taking into account all foreseeable risks. Probable default risks are handled with specific allowances for bad debts. With regard to the trade receivables which are neither impaired nor delinquent, there are no indications as of the financial statement date that the debtors will not meet their payment obligations.

~~Prepaid expenses in the amount of 208 KUSD were primarily recorded for prepaid rent, insurance and advance on technological collaboration events (December 31, 2012 restated year end: 84 KUSD).~~

Other Receivables as of the financial statement date were 277 KUSD (December 31, 2012 restated year end: 677 KUSD) which includes tax deposits (248 KUSD), benefit credits (14 KUSD), other deposits (4K USD) and other miscellaneous receivables (11 KUSD).

~~Deferred tax assets as of the financial statement date were 1,076 KUSD (December 31, 2012 restated year end: 1,132 KUSD). All deferred tax assets are long term.~~

Property, plant and equipment are measured at cost less scheduled straight-line depreciation. Depreciation of the computer hardware listed as office equipment is distributed over a period of three to five years. The depreciation period for other office equipment is three to ten years. Office furnishings are depreciated over a period of eight to ten years. Leasehold Improvements are depreciated up to 40 years.

The costs of developing new software products and updating products already marketed by the Company are generally recognized as expenses in the period in which they arise. Provided they meet the conditions for capitalization as per FASB ASC 985-20-25, they are capitalized. Capitalized development costs can be attributed to the defined products. These products are technically realizable and there is a target market for them.

The development costs arising in the reporting period result from the personnel costs attributed to the development work as well as overhead costs, provided that these are related to the development work and do not represent general administrative costs. The ascribable overhead costs are directly recognized.

~~Capitalized development costs are generally amortized over a period of three years starting with the date of marketability of the new products or major releases.~~

~~The intangible financial assets carried in this item are licenses acquired in exchange for payment.~~

These financial assets are measured at acquisition cost less scheduled straight-line amortization. The assets added in the scope of the cost price allocation of the business divisions acquired this year.

~~The useful life spans were based uniformly throughout the Company according to those used by the parent company. Scheduled amortization is performed over a period from three to ten years.~~

The useful life of the domain “gbs.com”, was estimated as unlimited. This is because no other legal, contractual or other factors exist which would limit its useful life. It is not systematically amortized, but rather annually. Should there exist signs indicating towards impairment it is tested for recoverability and, if necessary, written down to the amount which could be obtained for it if sold.

Amortization of concessions, industrial property and similar rights and assets, as well as licenses to such rights and assets are presented in the Statement of Operations and Comprehensive Income/Loss within Cost of Goods Sold.

~~The balance of this account of 132 KUSD primarily includes rent and other security deposits (December 31, 2012 restated year end: 156 KUSD).~~

~~Included in this account of 3,888 KUSD (December 31, 2012 restated year end: 7 KUSD) is primarily an operating line of creditof GROUP AG.~~

As of the financial statement date, trade accounts payable amounted to 2,061 KUSD (December 31, 2012 restated year end: 3,095 KUSD). Trade payables are carried at their repayment amount and all have a residual term of up to one year.

Other provisions are created as of the financial statement date in an amount necessary according to a reasonable commercial appraisal, to cover future payment obligations, perceivable risks and uncertain liabilities of the Company. Amounts deemed to be most likely to occur, in careful assessment, are accrued.

Provisions for salaries of 599 KUSD (December 31, 2012 restated year end: 861 KUSD) include the provisions created for the variable salaries of the sales staff for the sales objectives reached in this business period.

Vacation provisions of 247 KUSD (December 31, 2012 restated year end: 315 KUSD) include the obligations of GROUP’s companies to their employees for remaining vacation claims from the reporting period. The amount of the provision is calculated on the gross salary of the individual employee plus the employer contribution to social security/Medicare and based on the unused vacation days as of the financial statement date.

~~Other employment of 97 KUSD (December 31, 2012 restated year end: 114 KUSD) were accrued for severance and compensation insurance and compensation levy.~~

~~For liabilities not yet settled, a provision totaling 196 KUSD (December 31, 2012 restated year end: 1059 KUSD) was created.~~

~~Other Provisions of 465 KUSD (December 31, 2012 restated year end: 446 KUSD) include miscellaneous provisions.~~

~~Expenses of accounting and other external consulting of the Company were recognized at 109 KUSD (December 31, 2012 restated year end: 128 KUSD).~~

~~A provision for anticipated legal consulting of 68 KUSD was recorded (December 31, 2012 restated year end: 73 KUSD).~~

~~For warranty claims, a provision of 82 KUSD (December 31, 2012 restated year end: 96 KUSD) was created determined by service income.~~

Accruals for future periods leading to realization of sales after the financial statement date are reported under deferred income. The deferred income items listed as of the financial statement date in the amount of 6,847 KUSD (December 31, 2012 restated year end: 6,100 KUSD) primarily include maintenance income collected in advance for the period after the end of the financial statement date. They are amortized on a straight-line basis over their respective contract terms.

~~Other short-term liabilities of 242 KUSD (December 31, 2012 restated year end: 860 KUSD) and includes miscellaneous short term obligations including amounts due on business assets~~

The Company has ~~authorized~~reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that no other pronouncements will have a significant effect on its consolidated financial statements.

The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has amounts over insured limits. Amounts on deposit may at times exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.

For the three months ended March 31, 2021, four customers/distributors selling to end customers made up 100% of the revenues. As of March 31, 2021, three customers/distributors made up 100% of accounts receivable.

All research and development costs, payments to laboratories and research consultants are expensed when incurred.

Effective January 1, 2020, the Company adopted the provision of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The provisions of this ASU require the Company to record a right-of-use asset and related lease liability related to their leases.

The Company leases its administrative office and laboratories under an operating lease agreement. The Company entered into an agreement in December 2020 for approximately 8,500 square feet which is for a five-and-one-half year period. The base rent is $10,817 per month. In addition, the Company is obligated to pay monthly operating expenses of approximately $12,000 per month. The lease included incentives of waived base rent for certain periods. The base rent will increase by 2.5% for the second year through the end of the term.

The Company’s consolidated balance sheets reflect the value of the right-of-use asset and related lease liability. This value was calculated based on the present value of the remaining base rent lease payments. The discount rate used was 3.95% which is the average commercial interest available at the time. As a result, the value of the right-of-use asset and related lease liability is as follows:

For the three months ended March 31, 2021, operating cash flows paid in connection with operating leases amounted to $35,568.

On September 12, 2018, the Company consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 million shares of common stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in wound debridement, would healing, dental care and thrombosis. The transaction was recorded at the fair value of the shares, $28,600,000. No amortization has been recorded as all of the patents are not yet in a position to produce cash flows. The Company anticipates Krillase being placed into service in 2023. The Company has evaluated this asset for impairment and has determined that due to COVID-19 delaying the next steps for this technology, along with the associated value of the research and development, the status of the clinical trials, and other pertinent proprietary technology, there is no impairment required.

During 2020, the Company incurred legal and filing fees of $17,801 associated with a patent application for pharmaceutical compositions and methods for the treatment of thrombosis. The patents are pending.

On December 15, 2019, the Company entered into a contingent asset purchase agreement (the “Agreement”), as amended on March 31, 2020 and May 29, 2020, with Somahlution, LLC, Somahlution, Inc., and Somaceutica, LLC, companies duly organized under the laws of Delaware (collectively, “Somah”) to acquire all of the assets and none of the liabilities of Somah (the “Acquisition”), including DuraGraft®, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. On July 31, 2020, the Company and Somah entered into Amendment No. 3 to the Agreement and the Agreement was finalized. Pursuant to the terms of this amendment, it was agreed that, as part of the Acquisition, the Company would acquire the outstanding capital stock of ~~75,000,000~~Somahlution, Inc., held by Somahlution, LLC, rather than the assets of Somahlution, Inc. This change to the Agreement was made to accommodate the European Union (“EU”) requirements with respect to the future manufacturing under Somahlution, Inc. of CE marked products for sale in the EU. In Amendment No. 2, the Company agreed to assume certain payables of Somah related to clinical and medical expenses. These assumed payables were $344,321. It was agreed that the payments on the assumed debts would be recorded as a prepaid royalty against future royalties. As of March 31, 2021 and December 31, 2020, prepaid royalties were $340,969 and $344,321, respectively, and were recorded as a non-current asset. See Note 9.

The Company compensated the Somah stockholders as follows: (1) 10,000,000 shares of common stock valued at $1.25 per share (the Company’s stock is thinly traded therefore the value per share was determined by the funding completed on August 3, 2020 which sold 4,610,064 shares of common stock at $1.25 per share, which was the first tranche of a total funding of $7,000,240 (5,600,272 shares, August 3, 2020 and September 25, 2020) which all stock was sold at $1.25 per share); (2) 3,000,000 warrants with a strike price of $5.00 per share and a term of five years; and (3) royalties on all net sales for Somahlution, Inc. of 6% on the first $50 million of net sales, 4% for greater than $50 million up to $200 million, and 2% for greater than $200 million.

The Company is in the process of determining the fair value of the royalty component of the total consideration as well as the identifiable intangible assets acquired in business combination. The Company is using a third-party valuation firm and at this time we are unable to estimate the contingent consideration related to the future royalty payment stream amount accurately. The Company is expecting the valuation to be finalized in the Form 10-Q for the period ended June 30, 2021. As such, the following table represents the preliminary consideration in connection with the transaction excluding the fair value of the royalty payment stream:

The Company anticipates a significant fair value to be assigned to identifiable intangible assets such as in process research and development and patents. Included in the preliminary allocation to the fair value of assets acquired and liabilities assumed is an 100% allocation to intangible assets for the consideration in excess of tangible net assets. The Company utilized a preliminary estimated weighted average amortization period of seven years. As such, the Company recorded amortization expense of $353,693 for the three months ended March 31, 2021 and $0 for the three months ended March 31, 2020.

Dr. Vithal D. Dhaduk, a co-founder of Somahlution, LLC (“Dhaduk”), is the subject of a complaint filed in the United States District Court, Middle District of Pennsylvania, Civil Action No. 3:17 cv 02243 in December 2017 by Mukeshkkumar B. Patel (“Patel”), a former business partner of Dhaduk, which complaint makes claims of breach of contract, promissory estoppel and unjust enrichment regarding a Memorandum of Understanding, dated July 16, 2015, between Patel and Dhaduk (“MOU”). The MOU provided that Dhaduk would pay Patel $9.45 million as consideration for Patel’s agreement to, among other things, (i) exit certain legal entities that were purportedly jointly owned by certain affiliates of Dhaduk and Patel, including Somahlution LLC, and (ii) relinquish his ownership interests in such entities. On December 2, 2019, the court granted Patel’s motion for summary judgment on his breach of contract claim, which judgment Dhaduk is currently appealing (such legal proceedings, collectively referred to as the “Dhaduk Litigation”). The Company is not a named defendant in the Dhaduk Litigation, and the court’s summary judgment is against Dhaduk in his personal capacity.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of May 6, 2021, there were no pending or threatened lawsuits.

On July 13, 2019, the Company signed a consulting agreement with an individual to advise the Board of Directors. The individual receives $30,000 per month through July 13, 2022 and received an option to purchase 250,000 shares of common stock at a strike price of $1.50, which vest monthly through July 13, 2021. The vesting of these options was accelerated by the Board on September 2, 2020. See Note 10. The agreement also provided for royalties derived directly from the assets related to wound healing, debridement, grafting, dental applications for both human and pet, and thrombosis (see Note 5 – Krillase). The royalties associated with the acquisition of Krillase will be calculated as follows:

On December 15, 2019, the Company entered into the Agreement, as amended on March 31, 2020 and May 29, 2020, with Somah (see Note 5). The royalties associated with the Agreement will be calculated as follows:

The royalties are in perpetuity. As of March 31, 2021, there has been no revenue related to the above royalties.

The Company, after the acquisition of Somah, has been leasing the office space on a month-to-month basis with a monthly rate of $10,701. The Company maintained this office space through December 31, 2020.

On September 1, 2020, Bruce Harmon executed a consulting agreement and was named as chief financial officer. He is compensated $120,000 annually, received 40,000 shares of common stock vesting over one year. On October 22, 2020, Mr. Harmon received 120,000 options for common stock vesting over three years with an exercise price of $1.25. See Note 10. On November 1, 2020, Mr. Harmon became an employee of the Company thereby cancelling the consulting agreement. On March 5, 2021, Mr. Harmon executed a letter of understanding for employment. See Note 1.

On November 1, 2020, Dr. Neil J. Campbell executed an employment agreement and was named as chief executive officer, president and director. He is compensated $375,000 annually, received 500,000 options for common stock vesting over three years, with an exercise price of $1.25. On March 18, 2021, Dr. Campbell resigned all positions. See Notes 1 and 12. We expect to enter into a settlement and release agreement with Dr. Campbell but as of the date of this report no such agreement has been finalized.

On November 30, 2020, Dr. Steven Brooks executed a letter of understanding for employment as chief medical officer.

On December 1, 2020, Dr. Donald Very executed a letter of understanding for employment as executive vice president of research and development.

On January 16, 2021, Roger Schaller executed a letter of understanding for employment as executive vice president of commercial operations.

The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

Fixed assets, stated at cost, less accumulated depreciation at March 31, 2021 and December 31, 2020 consisted of the following:

Depreciation expense for the three months ended March 31, 2021 and 2020 was $3,000 and $0, respectively.

On July 31, 2020, the Company executed an agreement with Somah (see Note 4) for the DuraGraft® technology in exchange for 10,000,000 shares of common stock, 3,000,000 warrants and a royalty as stated herein. Somah is engaged in developing products to prevent ischemic injury to organs and tissues and DuraGraft® is a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties.

The Company has recorded amortization expense of $353,693 for the three months ended March 31, 2021 and $0 for the three months ended March 31, 2020.

The useful lives of the intangible assets are based on the life of the patent and related technology. The patents and related technology for Krillase are not currently being amortized as they have not yet been put into operations.

Future amortizations for DuraGraft related intangible assets for the next five years will be $1,414,773 for each year from 2021 through 2026 and $6,484,375 for 2027 and thereafter.

The Company has recorded a prepaid royalty to the shareholders of Somahlution, LLC in regard to the acquisition (see Note 5). The primary beneficial owner is Dr. Vithal Dhaduk, a director of the Company (appointed in 2021) and significant shareholder of the Company. Prepaid royalties were $340,969 at March 31, 2021 and $344,321 at December 31, 2020.

Our Articles of Incorporation authorize the issuance of 25,000,000 shares of “blank check” preferred stock ~~each~~ with a par value of $0.001. ~~No class of preferred stock has been designated or issued.~~ As of ~~September 30, 2013,~~March 31, 2021, and December 31, 2020, there were no shares ~~30,837,624~~issued and outstanding, respectively.

Our Articles of ~~common stock outstanding. At~~Incorporation authorize the ~~time~~issuance of ~~the Reverse Merger of the Company by GROUP on January 6, 2011, there were 16,500,000~~75,000,000 shares of common stock with a par value of ~~the Company outstanding and, as the Reverse Merger was accounted for as a recapitalization and applied retroactively, this balance is recorded as the balance outstanding since inception.~~$0.001.

~~The Note was convertible in full at $0.50 per share into common stock~~As of ~~the Company if this conversion was exercised on or before September 30, 2012. If not exercised, Mr. Shihadah would receive a 3-year warrant to purchase shares at 50,000~~March 31, 2021 and December 31, 2020, there were 35,928,188 shares of common stock ~~at $1.00 per share.~~issued and outstanding.

On January 13, 2021, the Board of Directors approved the Marizyme, Inc. 2021 Stock Incentive Plan (“SIP”). The SIP incorporates stock options issued prior to January 13, 2021. The SIP authorized 5,300,000 options for issuance. As of March 31, 2021, there remains 512,500 options available for issuance.

The ~~conversion was not exercised by September 30, 2012, therefore,~~summary of option activity for the three months ended March 31, 2021 is as ~~per the termsof the Loan Agreement Mr. Shihadah was issued a 3-year warrant to purchase shares at 50,000 shares of common stock at $1.00 per share.~~follows:

The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $1.01 to $1.37 per share in the ~~Interim Financial Statements~~

~~Unaudited~~first quarter of 2021) and expected life of the stock option (10 years in 2021), the current price of the underlying stock and its expected volatility (ranging from 179.31% to 304.44% in the first quarter of 2021), expected dividends (0%) on the stock and the risk-free interest rate (.93%) for the term of the stock option. In addition, the Company recognizes forfeitures as they occur.

The ~~Note~~fair value of each stock option was ~~convertible in full at $0.50~~estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $1.01 to $1.37 per share ~~into common stock~~in 2020) and expected life of the stock option (10 years in 2020), the current price of the underlying stock and its expected volatility (ranging from 179.31% to 304.44% in 2020), expected dividends (0%) on the stock and the risk-free interest rate (.93%) for the term of the stock option. In addition, the Company ~~if this conversion was exercised on or before September 30, 2012. If not exercised, K Group Ltd. would receive a 3-year warrant to purchase shares at 250,000 shares of common stock at $1.00 per share.~~recognizes forfeitures as they occur.

The ~~conversion was not exercised by September 30, 2012, therefore, as per~~following stock options were granted during the ~~terms of the Loan Agreement K Group was issued a 3-year warrant to purchase shares at 250,000 shares of common stock at $1.00 per share.~~

The Note was convertible in full at $0.50 per share into common stock of the Company if this conversion was exercised on or before September 30, 2012. If not exercised Vitamin B Venture GmbH would receive a 3-year warrant to purchase shares at 250,000 shares of common stock at $1.00 per share.three months ended March 31, 2021:

The conversion was not exercised by September 30, 2012, therefore, as per the terms of the Loan Agreement Vitamin B Venture GmbH was issued a 3-year warrant to purchase shares at 250,000 shares of common stock at $1.00 per share.

~~In connection with the execution of the Loan Agreement, on October 26, 2012,~~On January 1, 2021, the Company issued ~~the Lender a~~7,500 options for common stock ~~purchase warrant (the “Warrant”), pursuant~~ to ~~which the Lender is entitled to purchase 100,000 shares of common stock at~~an employee. The options vest over three years, have an exercise price of ~~$0.35 until~~$1.25 and expire in 10 years. For the ~~third anniversary date of the date of issuance. The Warrant was issued in a private transaction between~~three months ended March 31, 2021, the Company ~~and the Lender and~~has recorded $708 in stock-based compensation. The Black-Scholes value was ~~exempt from registration under the Securities and Exchange Act~~determined to be $1.13. As of ~~1933, as amended, pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.~~March 31, 2021, there is an unamortized amount of $7,792.

In connection with the Loan Agreement, on February 22, 2013, the Company and Mr. Moore amended the Note pursuant to which Mr. Moore agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share. Pursuant to the amendment,On January 12, 2021, the Company issued 450,960 shares of Common Stock to Mr. Moore. The Company issued the shares in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

~~In connection with the execution of the Loan Agreement, on October 26, 2012, the Company issued the Lender a~~ common stock ~~purchase warrant (the “Warrant”), pursuant~~ to ~~which the Lender is entitled to purchase 500,000 shares of common stock at~~an employee. The options vest over three years, have an exercise price of ~~$0.20 until~~$1.25 and expire in 10 years. For the ~~third anniversary date of the date of issuance. The Warrant was issued in a private transaction between~~three months ended March 31, 2021, the Company ~~and~~has recorded $1,717 in stock-based compensation. The Black-Scholes value was determined to be $1.19. As of March 31, 2021, there is an unamortized amount of $22,083.

On January 16, 2021, the Lender and was exempt from registration under the Securities and Exchange Act of 1933, as amended, pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof. On February 12, 2013, Mr. Baksa exercised the right to purchase 500,000 shares ofCompany issued 40,000 options for common stock atto Roger Schaller, the Company’s executive vice president. The options vest over three years, have an exercise price of ~~$0.20.~~$1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $3,356 in stock-based compensation. The Black-Scholes value was determined to be $1.22. As of March 31, 2021, there is an unamortized amount of $45,640.

In connection with the Loan Agreement, on February 22, 2013, the Company and Mr. Baksa amended the Note pursuant to which Mr. Baksa agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share. Pursuant to the amendment,On January 29, 2021, the Company issued ~~200,000 shares~~40,000 options for common stock to Amy Chandler, the Company’s executive vice president. The options vest over three years, have an exercise price of ~~Common Stock~~$1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $2,745 in stock-based compensation. The Black-Scholes value was determined to ~~Mr. Baksa. The~~be $1.22. As of March 31, 2021, there is an unamortized amount of $45,727.

On March 5, 2021, the Company issued ~~the shares in reliance on Section 4(a)(2) (formerly Section 4(2))~~125,000 options for common stock to James Sapirstein, a director of the ~~Securities Act due~~Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $11,003 in stock-based compensation. The Black-Scholes value was determined to ~~the fact that the issuance was isolated and did not involve a public offering~~be $1.19. As of ~~securities~~March 31, 2021, there is an unamortized amount of $137,747.

~~Transactions occurring~~On March 5, 2021, the Company issued 125,000 options for common stock to Terry Brostowin, a director of the Company. The options vest over three years, have an exercise price of $1.25 and expire in ~~2013~~10 years. For the three months ended March 31, 2021, the Company has recorded $11,003 in stock-based compensation. The Black-Scholes value was determined to be $1.19. As of March 31, 2021, there is an unamortized amount of $137,747.

~~On February 12, 2013, the Company sold an aggregate of 250,000 restricted shares of Common Stock to an Accredited Investor (as that term is defined the Securities Act) pursuant to exercise of a~~

On March 5, 2021, the Company issued 125,000 options for common stock purchase warrant issued on November 30, 2012 and exercisable for $0.20 per share. The Company issues the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

~~Notes~~ to Dr. William Hearl, a director of the ~~Interim Financial Statements~~Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $11,003 in stock-based compensation. The Black-Scholes value was determined to be $1.19. As of March 31, 2021, there is an unamortized amount of $137,747.

On March 5, 2021, the Company issued 125,000 options for common stock to Julie Kampf, a director of the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $11,003 in stock-based compensation. The Black-Scholes value was determined to be $1.19. As of March 31, 2021, there is an unamortized amount of $137,747.

On March 5, 2021, the Company issued 125,000 options for common stock to Dr. Vithal Dhaduk, a director of the Company. The options vest over three years, have an exercise price of $1.25 and expire in 10 years. For the three months ended March 31, 2021, the Company has recorded $11,003 in stock-based compensation. The Black-Scholes value was determined to be $1.19. As of March 31, 2021, there is an unamortized amount of $137,747.

The weighted average grant date fair value of options granted during 2020 was $1.25. As of March 31, 2021, the total unamortized stock-based compensation expense amounted to $1,250,144 and will be expensed through December 2023. As of March 31, 2021, the number of options outstanding and exercisable are as follows including weighted average inputs used in calculating stock-based compensation:

		Number of		Number of				Remaining
Exercise		Options		Options				Life in		Intrinsic
Price		Outstanding		Exercisable		Term		Years		Value
$	1.01		515,000		515,000		10 years		7.69 - 7.78		123,600
$	1.25		1,622,500		219,792		10 years		9.56 - 9.92		-
$	1.37		200,000		30,000		10 years		9.39		-
$	1.50		2,195,943		2,195,943		10 years		8.29		-
			4,533,443		2,960,735						123,600

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~Warrants

As of March 31, ~~2013, these shares had not yet been issued~~2021 and ~~remain as Subscriptions Receivable.~~

As stated above, on February 22, 2013 and in connection with the above August 13, 2012 Loan Agreement, the Company and Board Member, John Moore amended the Note pursuant to which Mr. Moore agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share. Pursuant to the amendment, the Company issued 450,960 shares of Common Stock to Mr. Moore. The Company issued the shares in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

As stated above, on February 22, 2013, and in connection with the above October 26, 2012 Loan Agreement, the Company and Board Member Stephen Baksa amended the Note pursuant to which Mr. Baksa agreed to convert the interest due under the Note into shares of GBSX common stock at a rate of $0.30 per share. Pursuant to the amendment, the Company issued 200,000 shares of Common Stock to Mr. Baksa. The Company issued the shares in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

On March 20, 2013, the Company issued an aggregate of 450,950 restricted shares of Common Stock to Board Member, John Moore pursuant to a February 22, 2013 amendment to a Secured Promissory Note Agreement entered into on August 13, 2012 between the Company and the Board Member. The Company issued the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

On March 27, 2013, the Company issued an aggregate of 200,000 restricted shares of Common Stock to Board Member, Stephen Baksa pursuant to a February 22, 2013 amendment to a Secured Promissory Note Agreement entered into on October 26, 2012 between the Company and the Board Member. The Company issued the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

On March 27, 2013, the Company issued 200,000 restricted shares of Common Stock to a third party non-affiliated consultant in consideration for consulting services rendered by the consultant to the Company. The Company issued the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

On April 26, 2013, the Company entered into a note purchase and security agreement (the “Loan Agreement”) with Stephen D. Baksa (the “Lender’), a member of the Board. Pursuant to the Loan Agreement, the Company issued a secured promissory note, dated April 26, 2013 (the “Note”), to Mr. Baksa for the principal amount of $200,000, bearing interest at a rate of 2% per month and maturing on June 30, 2013 or such other time as described in more detail in the Note, without any penalty for prepayment. This Note is secured by fifty percent (50%) of certain financial holdbacks to the Company pursuant to the Stock Purchase Agreement, dated February 1, 2013, by and among the Company, IDC Global, Inc. and Global Telecom & Technology Americas, Inc. The Company issued the Note upon reliance on Section 4(a)(2) (formerly 4(2)) of the Securities Act in light of the fact it was a private transaction and did not involve a public offering of securities.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016. The Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender a conditional common stock purchase warrant (the “Conditional Warrant”) which is exercisable in the event that Note is not paid in full by June 30, 2013, pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from July 1, 2013 until June 30, 2016 as described more fully in the Note. The Conditional Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities Act, pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

On April 26, 2013, the Company entered into a note purchase and security agreement (the “Loan Agreement”) with Vitamin B Venture GmbH (the “Lender”), an entity of which Joerg Ott, the Company’s Chairman and Chief Executive Officer, has voting and dispositive control. Pursuant to the Loan Agreement, the Company issued to the Lender a secured promissory note, dated October 26, 2012 (the “Note”), for the principal amount of $200,000, bearing interest at a rate of 2% per month and maturing on June 30, 2013 or such other time as described in more detail in the Note, without any penalty for prepayment. This Note is secured by fifty percent (50%) of certain financial holdbacks to be paid to the Company pursuant to the Stock Purchase Agreement, dated February 1, 2013, by and among the Company, IDC Global, Inc. and Global Telecom & Technology Americas, Inc. The Company issued the Note upon reliance on Section 4(a)(2) (formerly 4(2)) of the Securities Act in light of the fact it was a private transaction and did not involve a public offering of securities.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016. The Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities Act pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

On August 6, 2013, the Company issued 25,000 restricted shares of Common Stock to a third party non-affiliated consultant in consideration for consulting services rendered by the consultant to the Company. The Company issued the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

~~Other changes in common stock~~December 31, 2020, there are ~~disclosed in Note 23, Supplementary Cash Flow Disclosures.~~3,393,651 warrants outstanding.

~~Options~~

~~The Company has not issued any options, so that none are outstanding as of September 30, 2013.~~

~~Warrants~~NOTE 11 - SUBSEQUENT EVENTS

The Company has ~~issued warrants in four different manners. In each instance,~~evaluated subsequent events through the warrant allows the holder to purchase a common share within a three year period from issuance at a specific price per share. In the first instance, warrants have been issued as part of a private placement offering wherein the investor purchases a common share, and a warrant. The fair value of those warrants has been determined (and is shown below) by utilizing the residual method, whereby the current market value of the stock is deducted from the unit price and the remainder is allocated to the warrant. The valuation of the warrants issued is for disclosure purposes only and has no impact todate the financial ~~statements. A description of those warrants has been described above under common shares.~~

~~The second manner in which warrants are issues is in respect to financing by way of~~statements were issued and filed with the issuance of notes payable or the conversion of debt into shares. In these instances, the fair value of the warrant has been determined using the effective interest rate method whereby the note is discounted when the interest rate is less than other similar notesSecurities and discount is allocated to the warrant and credited to additional paid in capital. The corresponding charge to discount is then amortized over the life of the note. Where there is no difference in interest terms, no value is attributable to the warrant.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

Exchange Commission. The Company has ~~also sold warrants at nominal value to certain investors. In this instance the fair value of the warrants has been~~ determined ~~using a Black-Scholes option pricing model with volatility, equity value and interest rate inputs noted below. The valuation of the warrants issued is for~~that there are no other such events that warrant disclosure ~~purposes only and has no impact to the financial statements.~~

Lastly, the Company has issued warrants to outside consultants in payments for services. The warrants are issued as “cashless” warrants and have been valued using a Black-Scholes option pricing model with volatility, equity value and interest rate inputs noted below.. The fair value of warrants issued for financing are determined for disclosure purposes as there is no impact to the financial statements. The fair value for other services, namely legal, and consulting have been recordedor recognition in the financial statements, ~~with a charge to the corresponding expense account and a credit to additional paid in capital.~~

~~Black Scholes assumptions for warrants issued were~~except as ~~follows:~~

For the Period Ending
September 30,
2013 2012
Annualized Volatility
120.26 % 118.64 %
Risk Free Interest Rate 0.66 % 0.40 %
Expected Life 3 years 3 years
Dividend Rate Nil Nil

~~The following share purchase warrant transactions have not been disclosed elsewhere.~~

On April 1, 2011, the former CFO was issued 100,000 share purchase warrants, which gave him the option of purchasing 100,000 shares of common stock for a period of 3 years at a price of $1.50 per common share. The value of this issuance, using the Black Scholes pricing model was determined to $34,000 and this amount was recorded as a consulting expense.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

In March 2012, the Company issued an aggregate of 2,020,000 warrants to five “accredited investors” pursuant to Section 4(a)(2) (formerly Section 4(2)) of the Securities Act. Each investor warrant is exercisable for the three-year period commencing from the date of issuance for $0.50 per share of Common Stock and has the same terms as the Private Placement Warrants. As noted above investors immediately exercised warrants and purchased 900,000 shares of common stock for $450,000.On March 27, 2012, the Company issued an aggregate of 250,000 warrants to 3 outside consultants pursuant to Section 4(a)(2) (formerly Section 4(2)) of the Securities Act. Each warrant is exercisable for the three-year period commencing from the date of issuance for $1.10 per share of Common Stock and has the same terms as the Private Placement Warrants. The value of this issuance, using the Black Scholes pricing model was determined to $270,208 and this amount was recorded as a professional expense.

In December 2012, The Company issued 16,875 warrants to an outside consultant pursuant to Section 4(a)(2) (formerly Section 4(2)) of the Securities Act. Each warrant is exercisable for the three-year period commencing from the date of issuance for $0.21 per share of Common Stock and has the same terms as the Private Placement Warrants. The value of this issuance, using the Black Scholes pricing model was determined to $2,624 and this amount was recorded as a consulting expense.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

# of shares Fair value Balance
allowed to Issue Expiry Strike at End of
purchase Date Date Price Issuance Issued Exercised Period
$ $ # # #

Opening - Jan 1, 2012 6,846,280 5,000 6,841,280
Amended (2,000,000 ) 10/1/2010 6/1/2013 4.00 - - - -
Reissued 2,000,000 6/1/2012 6/1/2015 1.00 556,785 - - -
Issued for legal services 3/31/2012 3/31/2012 1.10 270,208 (2) 250,000 - 250,000
Issued for nominal value 3/28/2012 3/28/2015 0.50 2,457,662 2,020,000 900,000 1,120,000
Sold with share units 4/16/2012 4/16/2015 1.50 90,000 120,000 - 120,000
Issued with debt conversion 4/28/2012 4/28/2015 1.75 - 550,000 - 550,000
Issued with debt conversion 4/30/2012 4/30/2015 1.75 - 500,000 - 500,000
Sold with share units 5/10/2012 5/10/2015 1.50 25,800 30,000 - 30,000
Issued with debt 7/5/2012 7/5/2012 0.50 26,500 550,000 - 550,000
Issued with debt 8/13/2012 8/13/2015 0.35 - 100,000 100,000 100,000
Issued with debt 10/26/2012 10/29/2015 0.20 - 500,000 500,000 -
Issued with debt 11/30/2012 11/30/2015 0.20 - 500,000 250,000 250,000
Issued for consulting services 12/21/2012 12/21/2015 0.21 2,624 (1) 16,875 - 16,875
Closing - Dec 31, 2012 5,136,875 1,755,000 10,328,155

Opening - Jan 1, 2013 10,328,155 10,328,155
Transfer (3/11/2011) 739,000 2/6/2013 3/11/2014 1.50 - - - 739,000
Closing - Mar 31, 2013 5,136,875 1,755,000 11,067,155

Issued with debt 4/26/2013 4/26/2016 0.25 - 400,000 - 400,000
Closing - Jun 30, 2013 5,536,875 1,755,000 11,467,155

Closing - September 30, 2013 5,536,875 1,755,000 11,467,155

~~(1) recorded as consulting expense~~

~~(2) recorded as legal expense~~

~~Note 21 REVENUE ALLOCATION~~

~~Gross revenue may be broken down by the following products for the nine months ended September 30, 2013 are as follows:~~

~~Sales Revenues~~	~~9/30/2013~~
	~~KUSD~~


~~Licenses~~		~~2,605~~
~~Maintenance~~		~~7,500~~
~~Service~~		~~2,443~~
~~Third-Party Products~~		~~1,736~~
~~LND Third-Party Products~~		~~1,330~~
~~Others~~		0
		~~15,613~~

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

~~Revenues by geographical area for the nine months ended September 30, 2013 are as follows~~:

~~Sales Revenues~~	~~9/30/2013~~
~~by geographic area~~	~~KUSD~~


US		~~2,550~~
~~Germany~~		~~12,370~~
~~United Kingdom~~		~~678~~
~~Others~~		15
		~~15,613~~

~~Note 22 OTHER INCOME/EXPENSE~~

~~At the financial statement date, Other income was 20 KUSD (December 31, 2012 year end: Other Expense 33 KUSD).~~stated herein.

4219

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

~~Note 23 SUPPLEMENTAL CASH FLOW DISCLOSURES~~

~~The significant non-cash transactions through September 30, 2013 were as follows:~~

~~On April 1, 2011, the Company acquired Pavone AG, for 350 KUSD, assumption of $583,991 debt and 1,000,000 shares of its common stock.~~

~~On June 1, 2011, the Company acquired GroupWare, Inc., for 250 KUSD, assumption of $694,617 debt and 250,000 shares of its common stock.~~

On July 25, 2011, the Company acquired IDC Global, Inc. for 750 KUSD, $ 883,005 assumption of debt, 25 (KUSD) reimbursement for accounting and legal fees, 35 KUSD signing bonuses and 880,000 shares of common stock.

~~On September 27, 2011, the Company acquired SD Holdings Ltd for $525,529 and issued 612,874 shares of Common Stock.~~

On February 27, 2012, an outstanding debt of GROUP was converted into an aggregate of 1,750,000 shares of GROUP common stock, increasing GROUP’s total outstanding common stock to 26,982,000 shares. As a result of the foregoing increase in the number of total outstanding shares of GROUP common stock, the Company increased its ownership of GROUP common stock to an aggregate of 13,525,000 shares, representing approximately 50.1% of the outstanding common stock of GROUP, by purchasing the 883,765 shares of GROUP common stock from GAVF LLC for an average purchase price of $0.70 per share.

On March 31, 2012, warrants were issued in lieu of consulting services and the fair value, based on the Black Scholes pricing model, was determined to be $ 270,208 and recorded as Additional Paid-In Capital.

On April 28, 2012, $ 632,500 in notes payable to RealRisk Ventures, LL were converted into 550,000 shares of common stock and into 550,000 warrants with each warrant allowing the holder to purchase one common share at $1.75 for a period of 3 years.

On April 30, 2012, $ 460,000 in notes payable to Lotus Holdings Ltd. were converted into 400,000 shares of common stock and 400,000 warrants, with each warrant allowing the holder to purchase one common share at $1.75 for a period of 3 years.

~~On April 30, 2012 $ 172,500 of accounts payable due to Vitamin B Venture, GmbH was converted into 150,000 shares of common stock in satisfaction of a converted note to Kjell Jahn.~~

On July 5, 2012, promissory notes for $552,500 were issued at 8.5% and had a conversion feature. Similar notes without the conversion were issued at 20%. Therefore, it was determined that the conversion feature had a value which was calculated by discounting the note as if the cost of capital was 20% and based on the due date set forth of 6 months. The calculated value was classified as discounted debt and amortized over the life of the promissory notes resulting in additional Interest expense and a credit to Additional Paid-In Capital for $26,700.

~~Notes to the Interim Financial Statements~~

~~September 30, 2013~~

~~GBS Enterprises Incorporated~~

~~Unaudited~~

On December 21, 2012, warrants were issued in lieu of consulting services and the fair value, based on the Black Scholes pricing model, was determined to be $ 2,624 and recorded as Additional Paid-In Capital.

~~On March 1, 2013, $700,000 of Notes Payable and Accounts Payable due to Vitamin VbV GmbH was dissolved as payment against a Loan Payable from Group AG.~~

~~On March 20, 2013, 450,960 shares were issued at a rate of .30/share on conversion of accrued interest due on a Note Payable to John Moore.~~

On March 27, 2013, 200,000 shares were issued at a rate of .30/share on conversion of accrued interest due on a Note Payable to Stephen Baksa. Also on March 27, 2013, 200,000 shares were issued in lieu of services and the fair value based on the Black Scholes pricing model, was determined to be $ 70,000 and recorded as Additional Paid-In Capital.

~~On August 6, 2013, 25,000 shares were issued at a rate of .16/share in lieu of consulting services and recorded as Additional Paid-In Capital.~~

~~Note 24 SUBSEQUENT EVENTS~~

On July 10, 2013, the Board of Directors of the Company reappointed Joerg Ott as the Chief Executive Officer (Principal Executive Officer) of the Company, effective immediately. Mr. Ott replaced Mr. Gary D. MacDonald who had been serving as the Company’s Interim Chief Executive Officer since July 11, 2012.

On August 2, 2013, Gary D. MacDonald resigned as member of the Board of Directors of the Company and as, Managing Director of GBS-UK. From March 1, 2012 to the date of his resignation, Mr. MacDonald also served as member of the Board’ Audit Committee. Mr. MacDonald’s resignation was not due to any disagreement with the Company or the Board.

On August 13, 2012, the Company entered into a note purchase and security agreement (the “Loan Agreement”) with John A. Moore, a member of the Board. Pursuant to the Loan Agreement, the Company issued a secured promissory note, dated October 26, 2012 (the “Note”), to Mr. Moore for the principal amount of $1,000,000, bearing interest at a rate of 20% per year and maturing on the earlier of the first anniversary date of the date of issuance or such other time as described in more detail in the Note, without any penalty for prepayment. To secure the obligations of the Company under the Note, the Company granted Mr. Moore a secured priority security interest in the Company’s Accounts Receivable and its subsidiaries located in the United States of America, as more fully described in the full text of the document.

In connection with the execution of the Loan Agreement, on October 26, 2012, the Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.35 until the third anniversary date of the date of issuance. The Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities and Exchange Act of 1933, as amended, pursuant to Section 4(2) thereof. On October 16, 2013, Mr. Moore exercised the right to purchase 100,000 shares of common stock at the price of $0.35.

On October 23, 2013, the Company filed a lawsuit (GBS Enterprises, Inc. v. Reliance Globalcom, Inc.) in the Superior Court of the State of California, County of San Francisco, seeking a declaratory judgment that the Company has no obligation to Reliance Globalcom Inc. (“Reliance”) for any claims or liabilities in connection with a Master Services Agreement (“MSA”) executed by Reliance and IDC Global Inc. (“IDC”) a then wholly owned subsidiary of the Company in March 2010. On February 1, 2013, GBS sold IDC to Global Telecom & Technology Inc. (“GTT”). Pursuant to the governing Stock Purchase Agreement (SPA), GTT gained all right, title and interest in 100% of all of IDC’s stock, all of which had been owned by GBS. Pursuant to the Stock Purchase Agreement, GTT withheld $528,777.93 of the purchase price from payment to GBS to cover potential exposure due to the Identified Dispute described herein between IDC and Reliance. The Stock Purchase Agreement requires that, within three days of notice to GTT that the Identified Dispute described herein has been resolved, GTT will release the $528,777.93 to GBS. The Company is seeking declaratory relief from the Court stating the Company is not liable to Reliance and that GTT may release the $528,777.93 in funds owed to the Company. There were no material developments in this case since the filing of the lawsuit.

~~The Company intends to vigorously defend its interests in this matter.~~

ITEM 2.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENT

~~Item 2. Management’s~~

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Note Regarding Forward-Looking Statements~~

~~The following discussion~~” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and ~~analysis should~~other similar expressions. Any statement contained in this report that is not a statement of historical fact may be ~~read~~deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in ~~conjunction with~~or suggested by our ~~financial~~forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and ~~the notes to those financial statements~~we can give no assurance that ~~are included elsewhere in the Quarterly Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as~~ our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections in the Company’s latest Annual Report on Form 10-K and subsequent filings. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future. 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. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.prospects will be achieved.

~~OVERVIEW~~Company Overview

~~GBS Enterprises Incorporated,~~We are a Nevada corporation (the “Company,” “GBS,” “GBSX,” “we,” “us,” “our” or similar expressions), conducts its primary business through its 50.1% owned subsidiary, GROUP Business Software AG (“GROUP”), a German-based public-company whose stock trades on the Frankfurt Exchange under the stock symbol INW. GROUP’s software and consulting business is focused on serving IBM’s Lotus Notes and Domino market. GROUP caters primarily to mid-market and enterprise-size organizations with over 3,500 customers in thirty-eight countries spanning four continents, representing more than 5,000,000 active users of its products. GROUP’s customers include Abbot, Ernst & Young, Deutsche Bank, Bayer, HBSC, Merck and Toyota. GROUP provides IBM Lotus Notes/Domino Application and Transformation technology. Headquartered in Eisenach, Germany, GROUP has offices throughout Europe and North America. The Company maintains a website at www.gbsx.us. GROUP maintains a website at www.gbs.com. The information contained in the Company’s and GROUP’s websites is not incorporated by reference herein.

~~Products and Services~~

GBS has consolidated the fragmented Lotus Software market through the acquisition of companies with complementary product, technology or services offerings. GBS has continuously developed its software and service business to service and support GBS’s IBM Lotus customer base.

Historically, GROUP had achieved growth by acquiring companies with complimentary operations and leveraging GROUP’s expertise to turnaround and integrate these companies. Key success factors for this strategy are: enhanced portfolio, positioning GROUP as the ‘one-stop-shop’ for Lotus applications and services, expanded customer support, fast code migration, and cloud enablement/XPages conversion of acquired applications.

In 2012, in order to reduce overhead and administrative costs, we decided to restructure the Company’s multilevel subsidiary-structure. As of the fiscal quarter ended September 30, 2013, we restructured or sold the following subsidiaries:

	n	~~SD Holdings, Ltd./GBS India Private Limited~~
	n	~~Pavone AG~~
	n	~~GroupWare AG~~
	n	~~Pavone, Ltd.~~
	n	~~ebVokus, GmbH~~
	n	~~B.E.R.S. AD (Investment)~~
	n	~~IDC Global, Inc.~~
	n	~~Group Live, NV.~~

~~SD Holdings, Ltd./GBS India Private Limited.~~ On April 1, 2012, we sold SYN and its wholly-owned subsidiaries, Synaptris and Synaptris India, to Lotus for $1,877,232. On July 1, 2012, the Company entered into a purchase agreement with SYN for $1,877,232, which transferred all SYN’s assets, including intellectual property rights, and liabilities of the IntelliPRINT and FewClix product lines, customer contracts and certain employees for operations in a new subsidiary, GBS India Private Limited, an Indian company (“GBS India”). A royalty fee in the amount of approximately $350,000 has been agreed upon for the benefit the Company. Additionally a profit based fee of up to $700,000 may be earned based on license and revenue recognized from the sold IntelliVIEW and IntelliVIEW NXT products. On August 1, 2012, the Company acquired 100% of the outstanding capital stock of GBS India. We anticipate GBS India’s presence in India to accelerate our plan to expand our product development team particularly for our strategic offerings in India.

~~Pavone AG/Groupware AG.~~ On July 6, 2012 and August 9, 2012, wholly-owned subsidiaries Pavone AG and Groupware AG, respectively, were merged and consolidated into one wholly-owned subsidiary, Pavone GmbH. The mergers were consummated solely for administrative purposes.

~~Pavone, Ltd~~. ~~On July 8, 2012, Pavone, Ltd., a subsidiary of Pavone AG and a shell company, was dissolved. The Company serves the United Kingdom market through GROUP’s subsidiary GBS, Ltd.~~

~~EbVokus, GmbH~~. On October 1, 2012, GROUP sold all of the software and operational assets (constituting substantially all of the assets) of its wholly-owned subsidiary, ebVokus GmbH, along with the associated maintenance and project agreements to a non-affiliated third party for a purchase price of approximately $459,000, approximately $258,000 (200,000 Euros: 1 EUR = $1.29 USD on October 1, 2012) was paid at closing and the remaining $201,000 was paid on February 15, 2013 (150,000 Euro: 1EUR = $1.35 USD on February 15, 2013).

~~B.E.R.S. AD.~~ ~~On November 23, 2012, GBS AG sold its entire participation (50%) in B.E.R.S AD for a total of 25,000 BGN.~~

~~IDC Global, Inc.~~ On February 1, 2013, GBS entered into a Stock Purchase Agreement, dated February 1, 2013 (the “Agreement”), with IDC Global, Inc., a Delaware corporation and a wholly-owned subsidiary of GBS (“IDC”), and Global Telecom & Technology Americas, Inc., a Virginia corporation (“GTT). Pursuant to the Agreement, we sold 100% of the issued and outstanding capital stock of IDC to GTT for a purchase price of $4,600,000 (the “Purchase Price”), subject to certain holdback provisions, including a holdback of approximately $217,000 for accounts receivable and which is to be paid by GTT to GBS within one business day of IDC receiving such payment, $334,000 for GroupLive liabilities and liens on IDC which is to be paid by GTT to GBS within three business days that GTT is reasonably satisfied that such liabilities and liens have been removed, less any amounts up to $12,500 which GTT or IDC is required to pay to either satisfy the obligations or purchase replacement equipment; and approximately $528,000 for an outstanding dispute which is to be paid by GTT to GBS within three days that GTT is reasonably satisfied has been resolved, subject however to a term of 18 months from the closing date or, if after 18 months, the holdback will be used to offset any indemnifications by GBS under the Agreement. The Purchase Price was also subject to adjustment on a dollar-for-dollar basis for adjustments to the Net Working Capital (defined as Current Assets minus Current Liabilities) of IDC by GTT.

~~Group Live N.V.~~ operating under the laws of the Netherlands and a 100% subsidiary of GROUP declared its end of business May 31, 2012, registered in the commercial register June 22, 2012. Following the local procedures the Company has been dissolved from the register as per April 5, 2013, registered April 16, 2013.

~~The Board of Directors of the Company has approved each of the transactions discussed above.~~

~~Messaging and Business Applications Software & Solutions~~

GBS Messaging and Business Application Software & Solutions product lines include software and advisory services for email and Instant Messaging (IM) Management, Security, Compliance, Archiving and Productivity, CRM Applications, Governance, Risk & Compliance (GRC) Management software, Workflow and Business Process Management software, ePDF Archiving & Document Management.

GBS develops, sells and installs well-known business process and management software suites based on Lotus Notes / Domino and IBM Portal technology, mainly for major international companies and medium-sized customers.

Through GBS’s comprehensive messaging software product lines and associated services, Lotus Notes, Microsoft Exchange or SMTP-based-email customers, as well as Lotus Sametime, customers are able to provide their users with a secure, efficient and centrally administered use of e-mail and IM while maintaining control over their compliance with current legal requirements and corporate guidelines.

~~Consulting Services~~

GBS develops, sells and orchestrates customer-specific Lotus Domino strategy and consulting services, such as CIO and IT department leader Strategic Advisory Services, Managed Services, Outsourcing, Administration, Assessments and Implementations, Performance Improvements, Custom Application Development, Governance and Security, Technical Support, and Training, as well as Email Migration Services.

Based on GBS’s unique concentration of industry talent and expertise, mainly in the areas inside and around IBM Lotus Notes/Domino, inside and around corporate messaging (IBM, Microsoft, SMTP) and inside and around IT environmental and application assessment, analysis and reporting, commercial and governmental customers, as well as Software Integrators (SI) and channel partners, are able to rely on the company’s strategic and tactical advisory services for evaluating, planning, staffing and execution of related customer projects. GBS Consulting Services’ global teams of consultants use modern project management techniques, proprietary methodologies and GBS accelerator technologies to complete client projects on time and with reduced risk.

~~We believe that our focus on recruiting and retaining top Lotus expertise positions our team to offer leading-edge Lotus Notes / Domino subject matter knowledge to our customers.~~

~~As a Premier IBM Business Partner, GBS is one of the few partners that can sell and support licenses for all five IBM software brands: Lotus, WebSphere, Rational, Tivoli, and DB2.~~

~~Market Trends~~

As IT departments face continuous budget reductions and constant pressure for higher performance and efficiency, CIOs are focusing on modern technologies to support their need for increased scalability, flexibility and lower costs. GBS has identified this demand as a strategic growth opportunity for the company and has placed a significant focus on expanding its Modernizing/Migrating technology, which will assist client companies as they move to scale and adapt while remaining cost conscious.

~~GBS Lotus Application Modernization and Migration~~

GBS Lotus Application Modernization and Migration activities are focused on the IBM Lotus / Domino applications market and the offering spans from expert services and accelerator technologies to modernized, web enabled (also named “cloud” or “cloud computing”) and migrated Lotus applications; and thus ultimately to take the Lotus applications from legacy to the future. The foundation of the Modernizing/Migrating Suite Software offering is GBS’s significant R&D investment in a set of methodologies and key technology accelerators to automate the conversion of traditional Notes based client-server applications, into the IBM XPages framework which enables Domino applications to be run and accessed via the Lotus client, a web browser or on a mobile device. The patent-pended software that underpins Modernizing/Migrating was developed by GBS with assistance and guidance from IBM’s Software Group to ensure alignment with future releases of the IBM Lotus / Domino and XPages technology.

~~Revenue Model~~

GBS generates its revenue from the sale of internally created software, third-party developed software and the delivery of related services, including IT systems planning, administration, support, hosting, implementation and integration.

~~Strategy and Focus Areas~~

Based on current market demands for modern, Cloud-based and mobile-device capable business applications, we have acquired and developed a set of unique technologies that help organizations reduce the time, cost, resources and risks associated with modernizing or migrating their existing applications.

We generate revenue from subscription and usage fees and related services, including support and strategic consulting services. The subscription period is typically based on a yearly or multi-year contract with our customers. Another sector of our strategic portfolio is a suite of tools and methodologies we have developed to rapidly convert Lotus Notes applications into web and modern mobile applications. This portfolio includes a set of powerful analysis tools known as Insights that identify all of the Lotus Notes applications within an organization and provide metrics about the uses and users of those applications. Because of the nature of Lotus Notes and Domino, the applications within a customer environment tend to be highly distributed and number in the thousands. For many organizations, this fact alone makes it extremely difficult to plan for projects that involve modernizing these applications for use in a browser and on mobile devices or migrating them to another platform. Our technologies help them to dramatically reduce the cost, risk, time and resources associated with these highly complex projects.

We generate revenue with our analysis tools by charging a fee for the use of our technology and for the associated cost of the services to produce a report and set of recommendations for the customer. Additional revenues come from consulting services that result from helping our customers implement those recommendations. For use of our conversion tools, referred to as Modernizing/Migrating, we charge a flat fee for the conversion and additional hourly rates to perform additional supporting development or testing as needed. We also believe there is a significant revenue opportunity in licensing these tools to a network of global partners who also have existing presence and expertise in the Lotus Notes and Domino market. We have established partner agreements for the use of the analysis and conversion tools with partners in several countries and directly with IBM.

~~General Corporate History~~

~~The Company was~~ originally incorporated ~~in the state of Nevada~~ on March 20, 2007, asunder the name SWAV Enterprises, Ltd. ~~(“SWAV”). SWAV was in a different industry and had a different management team and Board of Directors.~~

On April 26, 2010, SWAV purchased certain technology assets of Lotus Holdings Ltd. (“Lotus”) in consideration for 2,265,240 shares of SWAV common stock. Also on April 26, 2010, Lotus (on behalf of the SPPEF Members as discussed below) purchased an aggregate of 11,984,770 of the outstanding shares of SWAV common stock from certain selling shareholders of SWAV for an aggregate purchase price of $370,000. As a result of these two sets of transactions, Lotus acquired an aggregate of 14,250,010 shares of SWAV common stock which constituted approximately 95.0% of the 15,000,000 outstanding shares of SWAV common stock on April 26, 2010.

Upon the consummation of the April 26, 2010 acquisition, the then executive officers and directors of SWAV resigned and Mr. Joerg Ott, the Chief Executive Officer of GROUP and a GROUP Major Shareholder, was appointed the Chief Executive Officer of SWAV and sole member of SWAV’s Board of Directors. Mr. Ott currently serves as the Chairman of the Board of Directors of GBSX and the Chief Executive Officer of GROUP.

On September 6, 2010, ~~SWAV’s~~we changed our name ~~was changed~~ to GBS Enterprises ~~Incorporated. On October 14,~~Incorporated and from 2010 to September 2018 we were in the ~~Company’s trading symbol~~software products and advisory services business for email and instant messaging applications. We divested that business between December 2016 and September 2018 and, since that time, we have begun to focus on the ~~OTC Bulletin Board was~~acquisition of life science technologies.

We changed ~~from SWAV~~our name to ~~GBSX. The Company’s~~Marizyme, Inc. on March 21, 2018, to reflect our new life sciences focus, and our common stock is currently quoted on the OTC ~~Market OTCQB~~Markets’ QB tier under the ~~ticker~~ symbol ~~GBSX.~~“MRZM.” We may also examine our options with respect to the listing of our common stock on the Nasdaq Stock market or the NYSE.

~~About Lotus Holdings, Ltd.~~In the second half of 2018, we acquired the protease-based therapeutic platform called Krillase^® from ACB Holding AB.

Lotus is a holding company which was formed under the laws of Gibraltar for the purpose of financing merger and acquisition projects, specifically in the niche market of small or microcap companies listed on the Frankfurt Stock Exchange with complex shareholder structures and whose stock is trading below one Euro (€1.00) per share.Recent Events

~~SPPEFs~~Somahlution Asset Acquisition

Lotus typically finances its merger and acquisition projects through the use of Special Purpose Private Equity Funds (“SPPEFs”). Typically, SPPEFs are funded by a company’s major shareholders (the “Major Shareholders”) seeking to raise capital for projects and who fund at least 50% of the SPPEF, with the remaining portion being provided through the investment community and network of investors in Lotus. Each SPPEF is co-managed by a representative of the Major Shareholders (the “Representative Secretary”) and an attorney appointed by Lotus (the “Lotus Representative”).

On ~~February 25, 2010,~~July 30, 2020, we acquired all of the assets and certain of the liabilities of Somahlution LLC, or Somahlution, and its related companies, referred to collectively as Somah. Somah was engaged in developing products to prevent ischemic injury to organs and tissues and its products, which we refer to as the “Somah Products,” include DuraGraft®, a ~~group~~one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. As part of ~~shareholders (the “GROUP Major Shareholders”)~~this acquisition, we acquired Somahlution, Inc., a wholly owned subsidiary of ~~GROUP Software AG, a German public company trading on~~Somahlution and holder of the ~~Frankfurt Stock Exchange under~~CE marks for manufacture and sale of the ~~symbol “INW” (“GROUP”), engaged Lotus to provide financial consulting and advisory services, on a non-exclusive basis, for~~DuraGraft® products in the primary task of establishing a SPPEF. On March 12, 2010, the GROUP Major Shareholders and Lotus established and funded a SPPEF with $1,400,000, consisting of $1,000,000 from the GROUP Major Shareholders and $400,000 from a Lotus investor (collectively, the “SPPEF Members”).European Union.

~~In early April 2010,~~Pursuant to the ~~SPPEF Members decided to acquire SWAV. As disclosed above, on April 26, 2010, Lotus, on behalf~~terms of the ~~SPPEF Members, acquired~~Acquisition, Somah is entitled to appoint two members to our board of directors, one of whom must be independent. Additionally, Dr. Satish Chandran, Somah’s co-founder and Chief Executive Officer, has become our Chief Technical Officer and Dr. Catherine Pachuk, Somah’s Chief Science Officer, has become our Chief Science Officer.

Private Placement

On August 3, 2020, we conducted an initial closing of a private placement (the “Private Placement”) in which we sold to a number of accredited investors an aggregate of ~~11,984,770~~4,609,984 shares of ~~SWAV~~our common stock, ~~from the selling shareholders~~par value $0.001 per share, at a purchase price of ~~SWAV~~$1.25 per share for an aggregate ~~purchase price~~amount of ~~$370,000. The 11,984,770~~$5,762,480. On September 25, 2020, we conducted a second closing of the Private Placement and sold an additional 990,208 shares of ~~SWAV~~our common stock ~~shares represented approximately 79.9%~~for an aggregate amount of $1,237,760, for a total Private Placement offering amount of $7,000,240. The offering costs were $725,176, leaving net proceeds of $6,275,064.

Our Products

Krillase

Through our acquisition of the ~~15,000,000 outstanding shares~~Krillase technology from ACB Holding AB, we have purchased a European Union researched and evaluated protease therapeutic platform that has the potential for use in the treatment of ~~SWAV common stock on April 26, 2010.~~chronic wounds/burns, and other clinical applications. Krillase may be classified as a biological drug, however, it has been classified as a Class III medical device in Europe for treating chronic wounds.

~~Transactions following~~Krillase, derived from Antarctic krill, shrimp-like crustaceans, is a combination of endo and exopeptidases that safely and efficiently breaks down organic material. The mix of proteinases and peptidases in Krillase helps the ~~April 26, 2010 Transaction~~

~~On November 1, 2010,~~Antarctic krill digest and break down its food in the Company repurchased an aggregate of 3,043,985 of the 11,984,770 shares of the Company’s common stock originally purchased by Lotus on April 26, 2010. In consideration for these 3,043,985 shares, the Company issued to Lotus a Secured Demand Note, dated November 1, 2010 (the “First Demand Note”), for the principal amount of $300,000, bearing interest at the rate of 5% per annum. The First Demand Note was repaid in September 2011.

Effective December 30, 2010, pursuant to securities purchase agreements between the Company and six GROUP Major Shareholders, the Company purchased an aggregate of 7,115,500 shares of GROUP common stock from the six GROUP Major Shareholders in consideration for the 3,043,985 shares of GBS common stock (the “December 2010 Transaction”).extremely cold Antarctic environment. As a result, this specialized collection of enzymes provides a unique biochemical “cutting” capability. As a “biochemical knife,” Krillase can potentially break down organic matter, such as necrotic tissue, thrombogenic material, and biofilms produced by microorganisms. As such, it may be useful in the ~~Company owned approximately 28.2%~~mitigation or treatment of multiple disease states in humans. For example, Krillase may dissolve arterial thrombogenic plaque safely and efficiently, promote faster healing and support the ~~outstanding common stock~~grafting of ~~GROUP.~~

~~Reverse Merger~~skin for the treatment of chronic wounds and burns, and reduce bacterial biofilms associated with poor oral health in humans and animals.

~~After~~We have acquired a Krillase-based product pipeline that is focused on developing products that treat several conditions across the ~~December 2010 Transaction was completed, the additional GROUP Major Shareholders decided to accept the share swap offer from the Company and to effectuate~~critical care market. Itemized below is a ~~reverse merger~~breakdown of GROUP and the Company. To effectuate the reverse merger, on January 5, 2011, the Company repurchased from Lotus an aggregate of 2,361,426 of the 11,984,770 shares of the Company’s common stock originally purchased by Lotus on April 26, 2010. In consideration for these 2,361,426 shares, the Company issued to Lotus a Secured Demand Note, dated January 5, 2011 (the “Second Demand Note”), for the principal amount of $200,000, bearing interest at the rate of 5% per annum. The Second Demand Note was repaid in November 2011.

Effective January 6, 2011, pursuant to securities purchase agreements between the Company and the remaining GROUP Major Shareholders, the Company purchased an aggregate of 5,525,735 shares of GROUP common stock from the remaining GROUP Major Shareholders in consideration for the 2,361,426 shares of GBS common stock (the “January 2011 Transaction”). These 5,525,735 GROUP shares represented approximately 21.9% of the outstanding shares of common stock of GROUP. As a result of the December 2010 Transaction and January 2011 Transaction, the Company had acquired an aggregate of 12,641,235 shares of GROUP common stock from the GROUP Major Shareholders in consideration for an aggregate of 5,405,411 shares of GBS common stock, resulting in GBS owning approximately 50.1% of the outstanding GROUP common stock and effectuating a reverse merger of the Company and GROUP whereby GROUP became the accounting acquirer.

~~Additional GROUP Acquisition~~

~~On February 27, 2012, we acquired an additional 883,765 shares of GROUP common stock for $619,000 in order to maintain~~ our ~~50.1% majority ownership of GROUP due to an increase in the outstanding common stock of GROUP.~~

~~Executive Offices~~

Our principal executive office is located at 585 Molly Lane, Woodstock, Georgia 30189 and our telephone number is (404) 891-1711. GROUP’s executive offices are located at Hospitalstrasse 6, 99817 Eisenach, Germany. We maintain a website at www.gbsx.us. GROUP maintains a website at www.gbs.com. ~~The information contained in the Company’s and GROUP’s websites is not incorporated by reference herein.~~

~~Changes in Financial Condition~~

~~Assets~~:

~~Total Assets decreased from $56,802,492 at December 31, 2012 to $47,279,675 at September 30, 2013. Total Assets consists of Total Current Assets and Total Non-Current Assets.~~

~~Total Current Assets~~

At September 30, 2013, Total Current Assets were $4,294,224 as compared to $6,444,192 at December 31, 2012. Total Current Assets consist of: Cash and Cash Equivalents, Accounts Receivable, Inventory, Prepaid Expenses, and Other Receivables-current.projected Krillase development pipeline:

n●

~~Cash~~MB101 – Therapy for complex wounds and ~~Cash Equivalents~~ decreased from $1,154,602 at December 31, 2012 to $259,614 at September 30, 2013 as a result of our investments in strategic technology areas such as application migration and modernization and the associated costs necessary to build and implement the go- to- market strategy and losses in operations.

~~Accounts Receivable~~ ~~decreased from $4,143,448 at December 31, 2012 to $3,528,260 at September 30, 2013 due to increased collections during the reporting period and less revenue.~~

~~Inventory~~ ~~increased from $nil at December 31, 2012 to $21,684 at September 30, 2013.~~

~~Prepaid Expenses~~ ~~increased from $84,304 at December 31, 2012 to $207,811 at September 30, 2013 from prepaid rent, insurance and advances on technological events.~~

~~Other Receivables-current~~ ~~decreased from $676,976 at December 31, 2012 to $276,856 at September 30, 2013.~~

~~Total Non-Current Assets~~

At September 30, 2013, Total Non-Current Assets were $42,985,450 as compared to $50,358,300 at December 31, 2012. Total Non-Current Assets consist of: Property Plant and Equipment, Other Receivables non-current, Deferred Tax Assets non-current, Goodwill, Software, and Other Assets.

~~Net Property (plant and equipment)~~ ~~decreased from $332,839 at December 31, 2012 to $282,601 at September 30, 2013.~~

~~Other Receivables non-current~~ ~~decreased from $428,422 at December 31, 2012 to $1,217 at September 30, 2013 and consisted of cooperative shares.~~

~~Deferred Tax Assets non-current~~ ~~decreased from $1,132,103 at December 31, 2012 to $1,076,010 at September 30, 2013 and consisted of Deferred Tax Assets derived from financial assets and losses carried forward.~~

~~Goodwill~~ decreased from $34,254,881 at December 31, 2012 to $31,260,500 at September 30, 2013. The decrease in goodwill of $2,994,381 resulted from the sale of the subsidiary IDC Global, Inc. on February 1, 2013.

~~Software~~ decreased from $12,207,031 at December 31, 2012 to $10,232,633 at September 30, 2013, as a result of the quarterly re-calculation of capitalized development costs, product rights and license for our expert business software, legacy business software and strategic business software all in the developmental or improvement stage. The decrease is also related to an overall cost reduction program, resulting in less contribution of capitalized software development.

~~Other Assets~~ ~~decreased from $156,379 at December 31, 2012 to $132,489 at September 30, 2013. This category includes rent and other security deposits.~~

~~Liabilities~~

~~Total Liabilities decreased from $22,269,060 at December 31, 2012 to $16,870,431 at September 30, 2013. Total Liabilities consists of Total Current Liabilities and Total Non-Current Liabilities.~~

~~Total Current Liabilities~~

At September 30, 2013, Total Current Liabilities were $16,698,017, compared to $18,227,184 at December 31, 2012. Total Current Liabilities consist of Notes Payable, Liabilities to Banks, Accounts Payable and Accrued Liabilities, Deferred Income, and Other Liabilities.

~~Notes Payable~~ ~~decreased from $2,313,572 at December 31, 2012 to $1,775,010 at September 30, 2013 based on repayments of short terms loans during the quarter.~~

	n	~~Liabilities to Banks~~ increased from $6,774 at December 31, 2012 to $3,887,764 at September 30, 2013 and included a line of credit and cash in transit. The increase was mainly as a result from reclassification from non-current liabilities to current liabilities.burns

	n●	~~Accounts Payable and Accrued Liabilities~~decreased from $6,241,733 at December 31, 2012 to $3,946,070 at September 30, 2013. The decrease was due to the reduction of trade payables by approximately $1,034,000 and a decrease in accrued liabilities of approximately $1,262,000 by repayment and as a result of the sale of subsidiary IDC Global. The remaining amounts were reclassified into other short term notes and due to related parties.

	n	~~Deferred Income~~ ~~increased from $6,099,570 at December 31, 2012 to $6,846,920 at September 30, 2013, and consists mainly of maintenance income collected in advance of the contractual maintenance period.~~MB102 – Therapy for acute ischemic stroke

	n●	MB104 – Therapy for deep vein thrombosis

	●	MB105 – Therapy for dissolving plaque and biofilms on teeth

Krillase received medical device status in the European Union for debridement of deep partial and full-thickness wounds in hospitalized patients, on July 19, 2005.

As of the date of this filing, the Company continues to evaluate commercial, clinical, research, and regulatory considerations involved in marketing our Krillase-based product line. Our commercial strategy in developing this product line is two-fold:

	●	First, leverage and maximize near-term revenue generating opportunities with products for commercial or clinical applications that have low regulatory risk,

	●	Second, develop products for applications of the Krillase platform that address unmet medical needs or address medical market needs better than existing products in the marketplace, in clinical applications that have higher regulatory risk, but significant commercial potential.

We anticipate finalizing our development, operation and commercial strategy regarding the Krillase platform by 2022.

DuraGraft^®

On July 31, 2020, Marizyme closed the acquisition of Somahlution’s product, DuraGraft.

The DuraGraft Product

Somahlution has been engaged in developing products based on its cytoprotective platform technology, to prevent ischemic injury to organs and tissues in grafting and transplantation surgeries. Its products and product candidates, which are referred to as the Somah Products, include DuraGraft, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, thereby reducing the incidence and complications of graft failure and improving clinical outcomes post bypass surgery.

DuraGraft Indications

DuraGraft is an “endothelial damage inhibitor” indicated for cardiac bypass, peripheral bypass, and other vascular surgeries. It is CE marked and is approved for marketing in 33 countries worldwide on 4 continents including, but not limited to the European Union, Turkey, Singapore, Hong Kong, India, the Philippines, and Malaysia. Somahlution has also been focused on developing products to mitigate the effects of ischemia reperfusion injury in other grafting and transplantation surgeries and other indications in which ischemic injury can cause disease. Multiple products derived from the cytoprotective platform technology for several indications are under various stages of development.

●

DuraGraft is a CE-marked endothelial damage inhibitor that protects free vascular grafts and endothelium against ischemic injury.

	●	DuraGraft is approved in Europe for graft protection and preservation during bypass (cardiac and peripheral) and other vascular surgeries.

	●	DuraGraft protects graft tissue from harvesting through anastomosis and is used during coronary artery bypass grafting, or CABG, (and other vascular surgeries) as a treatment to maintain the structural and functional integrity of the endothelium of isolated vascular grafts.

	●	The use of DuraGraft is associated with the reduction of post-CABG complications associated with graft disease and failure; myocardial infarction, repeat revascularization, and major adverse cardiovascular events, or MACE.

Unmet Clinical Needs

	●	CABG remains the standard treatment for multi-vessel coronary artery disease or left main artery disease.

	●	Benefits of CABG are, however, limited by high patient level of vein graft failure (VGF) rates (50%) that have not changed in decades.

	●	“The Early Promise of Coronary Bypass Grafting has not been fulfilled and an insidiously deadly variety of atherosclerosis progressively chokes vein grafts and extinguishes their benefits,” Fitzgibbons, 1996.

	●	“VGF remains one of the leading causes of poor in-hospital and long-term outcomes after CABG,” Harskamp, 2013.

	●	“The Issue of Low Patency Rates Owing to VGF Needs Urgent Attention,” de Vries, 2016.

	●	Vein graft failure is result of damage to graft endothelium that occurs during CABG surgery.

	●	Ischemic reperfusion injury is the primary cause of endothelial damage.

	●	Vein graft failure post-CABG is associated with poor clinical outcomes.

	●	DuraGraft minimizes endothelial damage, reduces graft disease, and improves clinical outcomes.

Commercial Considerations

According to market analysis reports, the size value of the coronary artery bypass graft market globally was approximately $16 billion. This market is forecasted to increase at a CAGR of 5.8% from 2017 to 2025 (Grand View Research, March 2017). Globally, it is estimated that approximately 800,000 CABG procedures are performed each year (Grand View Research, March 2017), with procedures performed in the U.S. being a substantial percentage of the total global procedures performed. In the U.S., it is estimated that approximately 340,000 CABG surgeries are performed each year. The number of CABG procedures performed is predicted to decline at a rate of approximately 0.8% per year to less than 330,000 annually by 2026, primarily due to medical and technological advances in the use of percutaneous coronary intervention, also known as “angioplasty” (idata Research, September 2018).

In 2017, the number of peripheral vascular surgeries, which include angioplasty and bypass of peripheral arteries, vein removal, thrombectomy, and endarterectomy operations, were approximately 3.7 million worldwide. The number of peripheral vascular procedures is forecasted to increase at a CAGR of 3.9% in years 2017 to 2022 and is expected to exceed 4.5 million procedures by 2022 (Research and Markets, October 2018).

The DuraGraft product addresses unmet medical needs in both of these clinical markets. DuraGraft is a CE-marked endothelial damage inhibitor that protects free vascular grafts and endothelium against ischemic injury. The product is approved for use in Europe for graft protection and preservation during bypass (cardiac and peripheral) and other vascular surgeries. The company is currently working with local distributors of cardiovascular disease-related products, in accordance with local regulatory requirements, to sell and increase the market share of DuraGraft in Europe, South America, Australia, Africa, the Middle East, and the Far East. As of the date of this filing, the Company anticipates the submission of a de novo 510k application to the U.S. FDA for the use of DuraGraft in CABG procedures in the 4th quarter of 2021. In anticipation of the filing of the de novo 510k application for DuraGraft, the Company has submitted a pre-submission document in April 2021 to the FDA that describes the strategy for demonstrating the clinical safety and efficacy of the product.

Our Competitive Strength

We believe that the following competitive strengths will enable us to compete effectively:

Our Krillase platform provides a significant and substantial competitive advantage as:

	●	Clinical studies in Europe have shown Krillase to achieve superior wound healing effects in treatment of necrotic leg ulcers.

	●	~~Other Liabilities~~Our patent protected unique mixture of ~~$860,032 at December 31, 2012 decreased to $242,352 at September 30, 2013~~highly efficient endo and ~~includes miscellaneous short term obligations including current amounts due on business assets.~~exopeptidases extracted from the digestive tract ofthe Antarctic Krill for use in the removal of dental plaque and other dental applications has not been recreated artificially.

~~Total Non-Current Liabilities~~

At September 30, 2013, our Total Non-Current Liabilities were $172,414 compared to $4,041,876 at December 31, 2012. Total Non-Current Liabilities consist of Liabilities to Banks, Retirement Benefit Obligation, Liabilities Held for Sale,The DuraGraft platform provides a significant and ~~Deferred Tax Liabilities non-current.~~substantial competitive advantage as:

n●

~~Liabilities to Banks~~ ~~decreased from $3,716,102 at December 31, 2012 to $Nil at September 30, 2013~~DuraGraft, CE marked in Europe, is “first-in-class” as ~~a result from reclassification from non-current liabilities to current liabilities.~~

~~Retirement Benefit Obligation~~ ~~increased from $165,876 at December 31, 2012 to $172,414 at September 30, 2013.~~

~~Liabilities Held~~the only approved product for ~~Sale~~ ~~decreased from $159,898 at December 31, 2012 to $Nil at September 30, 2013 as a result of the~~ sale ~~of IDC Global, Inc. on February 1, 2013.~~in Europe for vein graft preservation.

Our Growth Strategy

Our growth strategy is premised on integrating the acquisition of the Somah assets and the engagement of the Somah personnel in connection with this acquisition and future capital raising offerings, either public or private.

We will strive to grow our business by pursuing the following key growth strategies:

	●	Complete the integration of the acquisition of the Somah assets and begin (i) the marketing and distribution of the Somah Products, particularly DuraGraft, in Europe and (ii) the development, regulatory approval and commercialization of DuraGraft and related Somah Products in the United States;

	●	Begin to commercialize our Krillase platform through the development of (i) manufacturing and distribution in Europe and South America of a Krillase would healing product and (ii) additional Krillase based applications; and

	●	Expand our product portfolio through the identification and acquisition of additional life science assets.

The strategic plans described above will require capital. There can be no assurances that we will be able to raise the capital that we will need to execute our plans or that capital, in addition to the amount we raised in the Private Placement, whether through securities offerings, either private or public, will be available to us on acceptable terms, if at all. An inability to raise sufficient funds could cause us to scale back our development and growth plans or discontinue them altogether.

Impact of the Coronavirus

On January 30, 2020, the World Health Organization, or WHO, announced a global health emergency because of a new strain of coronavirus, COVID-19, originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. On March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic is affecting the United States and global economies and may affect our prospective future revenues, and our operations and those of third parties with whom we might interact, including by causing disruptions in the development of our product candidates, product marketing efforts and the conduct of current and expected future clinical trials.

In addition, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, including such authorities in Europe, which could result in delays of reviews and approvals, including with respect to our product candidates and our plans to submit a Q-sub clinical proposal to the FDA for supporting an additional clinical study if required for the DuraGraft product. While there has been no specific notices of delay from federal or foreign government authorities, potential interruptions, delays or changes to the operations of the FDA, or of any foreign authority with which we might interact, might impact the approval of any applications we plan and will need to file in the future.

We have not developed a COVID-19 contingency plan to address the potential challenges and risks presented by this pandemic. If we were to prepare such a plan, there could be no assurance that it would be effective in mitigating the effects of the COVID-19 virus.

Emerging Growth Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

	●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	●	submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

GOING CONCERN

The accompanying unaudited consolidated financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had a net loss of $2,810,551 and cash used in operating activities of $2,065,030 for the three months ended March 31, 2021. As of March 31, 2021, the Company had a working capital surplus of $229,297, and accumulated deficit of $39,636,185. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

FINANCIAL OPERATIONS OVERVIEW

As of March 31, 2021, our accumulated deficit is $39,636,185. We expect to incur additional losses to perform further research and development activities and do not currently have any commercial biopharmaceutical products. We do not expect to have such for several years, if at all.

Our product development efforts are thus in their early stages and we cannot make estimates of the costs or the time they will take to complete. The risk of completion of any program is high because of the many uncertainties involved in bringing new drugs to market including the long duration of clinical testing, the specific performance of proposed products under stringent clinical trial protocols, the extended regulatory approval and review cycles, our ability to raise additional capital, the nature and timing of research and development expenses and competing technologies being developed by organizations with significantly greater resources.

RESULTS OF OPERATIONS

~~Results~~Comparison of ~~Operations~~

Three Months Ended ~~September 30, 2013 Compared~~March 31, 2021 and 2020

Revenues

Our total revenue was $73,952 and $0 for the three months ended March 31, 2021 and 2020, respectively. The increase in revenue is due to the ~~Three Months Ended September 30, 2012~~acquisition of Somahlution, LLC and Somaceutica, LLC and the acquisition of Somahlution, Inc. on July 31, 2020 (the “Soma Acquisition”).

~~Revenues~~Direct Costs of Revenue

Our direct costs of revenue were $30,842 and $0 for the three months ended March 31, 2021 and 2020, respectively. The increase in direct costs of revenue is due to the Soma Acquisition.

Operating Expenses

For the three months ended ~~September 30, 2013,~~March 31, 2021, our ~~total revenue decreased~~operating expenses increased to ~~$5,065,656~~$2,884,503 from ~~$ 5,709,778~~$471,370 for the three months ended ~~September 30, 2012, a decline of $644,122 or 11%.~~March 31, 2020. The ~~Company generates revenue from two divisions.~~increase was primarily due to the Soma Acquisition. The Product division of Revenues includes revenue generated from the sale of Licenses, Maintenance, Third-Party Products, and Other revenues. The Service division includes revenue generated from services rendered.

~~The Product division decreased to $4,133,565~~increase was primarily professional fees ($659,058 for the three months ended ~~September 30, 2013 from $4,719,446~~March 31, 2021 compared to $0 for the three months ended September 30, 2012, a decrease of $585,881 or 12%. The primary contributing factors were decreases in License revenues of approximately $655,000, Third Party Product revenues of $350,000, increases in Maintenance revenues of approximately $490,000 and decreases in Other revenues of approximately $65,000March 31, 2020), salary expenses ($1,036,457 for the three months ended ~~September 30, 2013~~March 31, 2021 compared to $0 for the ~~three months ended September 30, 2012. This is mainly as a result of economic conditions causing an increase~~same period in ~~the sales cycles, whereby strategic customers are giving greater consideration towards the modernization/migration of their current application platform.~~

~~The Service division of revenue decreased $56,634 or 6% from $990,333~~2020), stock-based compensation ($367,718 for the three months ended ~~September 30, 2012~~March 31, 2021 compared to ~~$932,091~~$0 for the same period in 2020), and depreciation and amortization ($416,595 for the three months ended ~~September 30, 2013, primarily as a result of~~March 31, 2021 compared to $0 for the ~~sale of subsidiary companies that were contributors to the Service division of revenue.~~same period in 2020).

~~Cost of Goods Sold~~Net Loss

For the three months ended ~~September 30, 2013, total Cost~~March 31, 2021, we had a net loss of ~~Goods Sold decreased~~$2,810,551 as compared to ~~$2,273,055 from $3,212,767~~$471,370 for the three months ended ~~September 30, 2012, a cost reduction of $_939,712 or 29%.~~March 31, 2020.

The Company’s Cost of Goods Sold is segmented into two divisions. The first are costs related to the Product division of revenue which includes the total cost of materials. The second are the costs related to the Service division of revenue which includes; other operating expenses, depreciation & amortization expense, and personnel expenses.LIQUIDITY AND CAPITAL RESOURCES

Within the Costs of Goods Sold related to the Product division, the Company saw a $358,890 or 39% decrease from $ 922,839 for the three months ended September 30, 2012 to $_563,950 for the three months ended September 30, 2013. The primary factors contributing to the Company’s lower Costs of Goods Sold related to the Product division of revenues was a reduction of $282,639At March 31, 2021, we had $834,957 in ~~product material costs and of $76,250 in third party product material costs for the three months ended September 30, 2013~~cash, compared to ~~the three months ended September 30, 2012.~~

Within the Costs of Goods Sold related to the Service division, the Company had a reduction of $580,822 or 25%, in the total costs of services from $ 2,289,927 for the three months ended September 30, 2012 to $ 1,709,105 for the three months ended September 30, 2013. The primary factor contributing to the Company’s reduction in the costs of services was a decrease in the volume of services rendered and a reduction in personnel costs, depreciation and amortization costs associated with the sale of subsidiary companies. Additional personnel costs relating to Services are included in Selling Expenses and these were also reduced from the quarter ending September 30, 2012 as indicated below.

~~Operating Expenses~~

The Company’s total operating expense consists of three segments; selling, administrative and general expenses. For the three months ended September 30, 2013, total operating expenses decreased $878,493 or 21% to $3,294,910 from $4,173,403 for the three months ended September 30, 2012.

For the three months ended September 30, 2013, Selling Expenses decreased $592,531 or 23% to $ 2,033,242 from $2,625,773 for the three months ended September 30, 2012. This was primarily due to decreases in cost of materials of $13,269, personnel expense of $532,914 and in other selling expense of $81,705, coupled with a reduction in other operating income of $9,522 and a slight increase in depreciation expense of $480.

For the three months ended September 30, 2013, Administrative Expense decreased by $83,977 or 7% to $1,145,304 from $1,229,281 for the three months ended September 30, 2012. This was primarily due to a reduction in personnel costs of $55,535 coupled with an increase in other operating income of $1,116 and decreases in other administrative expense of $ 142,207 and depreciation expense of $3,812.

For the three months ended September 30, 2013, General Expense decreased $197,986 to $120,364 from $318,350 for the three months ended September 30, 2012. This was primarily due decreases of $50,011 in other operating income and in personnel expense of $16,282, and other operating expense of $231,541. Depreciation of approximately $22,000 was at the same level as for the three months ended September 2012.

~~Other Income (Expense)~~

For the three months ended September 30, 2013, net Other Expenses of $95,487 increased from net Other Income of $759,169for the three months ended September 30, 2012. This change is primarily due to a decrease in Other Income of $847,976 and an increase in net Interest Expense of $6,472 for the three months ended September 30, 2013 compared to the three months ended September 30, 2012.

~~Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012~~

~~Revenues~~

For the nine months ended September 30, 2013, our total revenue decreased $3,151,581 or 16.8% to $15,613,048 from $ 18,764,628 for the nine months ended September 30, 2012. The Company generates revenue from two divisions. The Product division of Revenues includes revenue generated from the sale of Licenses, Maintenance, Third-Party Products, and Other revenues. The Service division includes revenue generated from services rendered.

The Product division decreased $2,077,770 or 14% to $13,170,113 from $15,247,833 for the nine months ended September 30, 2012 The primary factors contributing to the decline were decreases in License revenues of $954,414, Maintenance revenues of $116,808, Third Party Product revenues of $897,551 and Other revenues of $ 108,998 compared to the nine months ended September 30, 2012. This is mainly as a result of economic conditions causing an increase in the sales cycles, whereby strategic customers are giving greater consideration towards the modernization/migration of their current application platform.

The Service division of revenue decreased $1,073,810 or 31%, from $3,516,745 for the nine months ended September 30, 2012 to $ 2,442,935 for the nine months ended September 30, 2013, primarily as a result of a reduction in service staff.

~~Cost of Goods Sold~~

~~For the nine months ended September 30, 2013, total Cost of Goods Sold decreased $ 2,760,159 or 26% to $ 7,690,366 from $ 10,450,525 for the nine months ended September 30, 2012.~~

Within the Costs of Goods Sold related to the Product division the Company shows a $1,095,001 or 29% reduction from $3,833,550 for the nine months ended September 30, 2012 to $2,738,549 for the nine months ended September 30, 2013. The primary factors contributing to the Company’s lower Costs of Goods Sold related to the Product division of revenues was a reduction of $863,080 in product material costs and a reduction of $231,921 in third party product material costs, for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

Within the Costs of Goods Sold related to the Service division, the Company had a reduction of $_1,665,158 or 25% in the total costs of services from $6,616,975 for the nine months ended September 30, 2012 to $4,951,817 for the nine months ended September 30, 2013. The primary factor contributing to the Company’s reduction in the costs of services was a decrease in the volume of services rendered and a reduction in personnel costs, depreciation and amortization costs associated with the cost reduction program.

~~Operating Expenses~~

The Company’s total operating expense consist of three segments; selling, administrative and general expenses. For the nine months ended September 30, 2013, total operating expenses decreased $ 3,703,409 or 25 % to $ 10,938,080 from $14,641,489 for the nine months ended September 30, 2012.

For the nine months ended September 30, 2013, Selling Expenses decreased $3,362,859 or 34 % to $ 6,627,311 from $ 9,990,170 for the nine months ended September 30, 2012. This was primarily due to decreases in cost of materials of $ 234,736, personnel expense of $ 2,510,500 and in other selling expense of $ 663,892, coupled with a reduction in other operating income of $ 41,904 and a slight increase in depreciation expense of $ 4,365.

For the nine months ended September 30, 2013, Administrative Expense decreased by $ 17,652 or .45% to $3,922,440 from $3,940,092 for the nine months ended September 30, 2012. This was primarily due to an increase in other operating income of $ 76,593, an increase in personnel expenses of $ 211,539, increase in depreciation expense of $ 16,270 offset by a decrease in other operating expenses of $ 168,868

For the nine months ended September 30, 2013, General Expense decreased by $318,898 or 45 % to $392,329 from $711,227 for the nine months ended September 30, 2012. This was primarily due to a decrease in other operating costs of $ 211,603 and a decrease in personnel expenses of $ 67,508, an increase in other operating income of $ 159,480 with an increase in depreciation expense of $ 119,649

~~Other Income (Expense)~~

For the nine months ended September 30, 2013, net Other Income of $20,517 increased from net Other Expense of $185,996 for the nine months ended September 30, 2012. This change is primarily due to an increase in Other Income of $513,887 and a net increase in Interest Expense of $307,374 for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

~~Liquidity & Capital Resources~~

~~As September 30, 2013, the Company had $ 259,614 in cash and cash equivalents, compared to $1,154,602~~$2,902,762 at December 31, ~~2012.~~2020. At March 31, 2021, our accumulated deficit was $39,636,185 compared to $36,825,634 at December 31, 2020. At March 31, 2021, our work capital surplus is $227,297. There is substantial doubt as to our ability to continue as a going concern.

~~The Company's~~We have generated minimal revenues to date and our cash ~~flow depends on~~balance as reported above is not sufficient to fund our current and planned operations for any period of time. To fully implement our plan of operations for the ~~timely~~next 12-month period, we will need to raise a significant amount of capital through our Private Placement, of which we have conducted an initial closing, and ~~successful market entry of its strategic offerings. The dependency accounts for revenue generated from direct customers engagements, as well as for revenue generated~~ through ~~the partner channel network.~~

~~Especially for strategic~~additional future offerings, for paradigm shifting technologies, management's budget plan is based on a series of assumptions regarding market acceptance, readiness and pricing. While management's assumptions are based on market research and customer surveys, assumptions bear the risk of being incorrect and may result in a delay in customer projects and consequently a delayeither private or a reduction in related invoicing. In case these delays have an impact on the Company's liquidity and therefore its ability to support its operations with the necessary cash flow, the Company depends on its ability to generate cash flow from other resources, such as debt financing from related or independent resources or as equity financing from existing shareholders or through the stock market.

Since 2012, the Company has been exploring internal and external sources for financing. To date, these sources have provided necessary funds to support the working capital needs of the Company; mainly to finance the Company’s strategic offerings.public. There can be no assurances, however, that the Company will be able to obtain additional funds from these or any other sources or that such funds will be sufficient to permit the Company to implement its intended business strategy. In the event the Company is not able to secure additional funds, management will postpone any strategic investment until the financing will be sufficient. However, management believes as a result of the assets purchased and sold to date, in accordance with the above-mentioned statement, the Company will be able to provide sufficient cash flow to support its standard operations for the next 9 months.

~~From time to time, the Company has issued promissory notes to fund its operations. As of September 30, 2013, the Company had an aggregate of $nil.~~

~~During the nine-month period ended September 30, 2013,~~ we ~~raised capital by consummating the following transactions:~~

~~On February 1, 2013, we sold 100% of our ownership in IDC Global, Inc. for net proceeds of $3,577,195.~~

On February 12, 2013, we issued an aggregate of 500,000 restricted shares of Common Stock to Board Member Stephen Baksa, pursuant to exercise of a common stock purchase warrant issued on October 26, 2012 and exercisable for $0.20 per share, for total proceeds of $100,000.

On February 12, 2013, the Company issued an aggregate of 250,000 restricted shares of Common Stock to an Accredited Investor (as that term is defined the Securities Act) pursuant to exercise of a common stock purchase warrant issued on November 30, 2012 and exercisable for $0.20 per share, for total proceeds of $50,000.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016. The Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.

~~The Company aggressively re-negotiated the terms of the Loan Agreement with the Lender and has swapped the outstanding loan against receivables.~~

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender a common stock purchase warrant (the “Warrant”), pursuant to which the Lender is entitled to purchase 100,000 shares of common stock at an exercise price of $0.25 from May 1, 2013 until April 30, 2016. The Warrant was issued in a private transaction between the Company and the Lender and was exempt from registration under the Securities Act pursuant to Section 4(a)(2) (formerly Section 4(2)) thereof.

~~The Company aggressively re-negotiated the terms of the Loan Agreement with the Lender and has swapped the outstanding loan against receivables.~~

~~On August 6, 2013~~the Company issued 25,000 restricted shares of Common Stock to a third party non-affiliated consultant in consideration for consulting services rendered by the consultant to the Company. The Company issued the securities in reliance on Section 4(a)(2) (formerly Section 4(2)) of the Securities Act due to the fact that the issuance was isolated and did not involve a public offering of securities.

~~Subsequent Events:~~

In the future, the Company may supplement its liquidity to fund its operations or implement its business strategy through the sale of equity or debt securities or through short or long term loans. However, there can be no assurances that the Company will be successful in ~~consummating any such financings on favorable terms, if at all.~~

~~Cash Flows~~

For the Nine Months Ended
September 30,
2013 2012

Net cash provided (used in) Operating Activities $ 1,355,523 $ (2,634,297 )
Net cash provided (used) by Discontinued $ $ 63,246
Net cash provided (used in) Investing Activities $ 487,309 $ (2,491,803 )
Net cash provided (used in) Financing Activities $ (2,389,541 ) $ 2,548,096
Effect of exchange rate changes on cash $ (348,280 ) $ 6,991
Net increase (decrease) in cash and cash equivalents during the period $ (894,988 ) $ (2,507,867 )
Cash and cash equivalents, beginning of period $ 1,154,602 $ 3,250,821
Cash and cash equivalents, end of period $ 259,614 $ 742,954

Net cash provided by operating activities for the nine month period ended September 30, 2013 was $ 1,355,523 compared to net cash used in operating activities of $2,634,397 and net cash provided by discontinued operation of $63,246 for the nine month period ended September 30, 2012, an increase of approximately $3,989,920. This change is due to the effects of a group wide cost reduction program and due to a reduction in operating Net Loss of approximately $ 2,090,934, decrease in Accounts Receivable, Prepaid Assets and other Non Current Assets of approximately $ 2,140,311, Gains on Sale of Assets of approximately $ 1,566,119, Deferred Income Taxes of approximately $ 1,477,813, shares issued in lieu of Interest and Consulting expense of approximately $ 269,288, Depreciation and Amortization of approximately $109,817, Gains from Equity Investment of approximately $ 26,751 and increase in Retirement Benefit Obligation of $ 6,538. This is offset with a write off of Goodwill of approximately $ (3,079,168). change in Inventory of approximately $ (140,929) and increase in the payment of Accounts Payable and other liabilities of approximately $ (477,522).these capital raising efforts.

Net cash provided by investing activities during the nine month period ended September 30, 2013 was $ 487,309 compared to cash used by investing activities in the comparative period ended September 30, 2012 of $ 2,491,803, increasing by approximately $ 2,797,112. The increase was due to cash provided by the Sale of Intangible Assets of approximately $ 4,146,894,and cash provided by the Sale of property plant and equipment of $ 579,206 as offset by a change in Financial Assets of approximately $ (1,928,988).

Net cash used in financing activities during the nine month period ended September 30, 2013 was $ 2,389,541 compared to net cash provided by financing activities in the comparative period ended September 30, 2012 of $ 2,548,096 decreasing by approximately $ 4,937,637 for the nine month period ended September 30, 2013. This change was due to a $ 3,483,175 reduction in capital paid-in, coupled with cash used by net borrowings from banks of $ 902,508 and payments towards related party loans of $ 2,087,437. Other borrowings provided approximately$ 1,535,482.

~~CRITICAL ACCOUNTING POLICIES AND ESTIMATES~~

Critical Accounting Policies ~~and Estimates~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires ~~management~~us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and ~~disclosures~~disclosure of contingent assets and liabilities at the date of the financial ~~statements~~statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results ~~could~~may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from ~~those estimates. The areas where critical~~these estimates ~~were made that have significant importance to the financial statements are as follows:~~under different future conditions.

~~i. Allowance~~See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for ~~doubtful accounts. The company provides~~the year ended December 31, 2020, included in our Annual Report on Form 10-K as filed on April 15, 2021, for ~~potential bad debts on an account-by-account basis. Bad debts have not been significant~~a discussion of our critical accounting policies and ~~our allowance has been accurate. Non-trade receivables are also scrutinized and allowed for based on expected recovery.~~estimates.

ii. Allocation of the price paid when acquiring subsidiaries. When the Company acquires subsidiary companies an allocation of the purchase is required. The allocation is based on management’s analysis of the value of the net assets, and is based on estimated future cash flows that each component will produce. Such components might include software, customer lists and other intangible assets that are not readily determinable. The allocation has a significant impact on the future earnings of the Company as certain assets, customer lists for example, must be amortized and charged to operations over time, while other assets, notably goodwill, does not.

iii. Impairment testing on intangibles and goodwill. As noted in more detail below, these areas involve numerous estimates as to expected cash flows, expected rates of return and other factors that are difficult to determine and are often out of the Company’s direct control.

iv. Valuation of deferred tax credits. The Company provides an allowance for tax recoveries arising from the application of losses carried forward. An allowance is provided where management has determined that it is less than likely that the loss will be applied and income taxes recovered.

~~Comprehensive Income (Loss)~~

The Company adopted FASB Codification topic (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments and small net actuarial losses on pension plans.

~~Net Income per Common Share~~

FASB Codification topic (“ASC”) 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

~~Financial Instruments~~

Financial instruments consist of cash and cash equivalents, accounts receivable, financial assets, notes payable, liabilities to banks, accounts payable and accrued liabilities and other liabilities. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

~~Currency Risk~~OFF-BALANCE SHEET ARRANGEMENTS

We ~~use the US dollar~~had no off-balance sheet arrangements as ~~our reporting currency. The functional currencies~~ of ~~our significant foreign subsidiaries are the local currency, which includes the Euro, the British pound,~~March 31, 2021 and ~~the Indian rupee. Accordingly, some assets and liabilities are incurred in those currencies and we are subject to foreign currency risks.~~December 31, 2020.

~~Fair Value Measurements~~RECENT ACCOUNTING PRONOUNCEMENTS

The Company follows FASB Codification topic (ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.None

The Company has adopted (“ASC”) 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

~~Cash and Cash Equivalents~~

~~The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.~~

~~Inventories~~

Pursuant to ASC 330 (Inventories), inventories held for sale are recognized under inventories. Inventories were measured at the lower of cost or market. Cost is determined on a first-in-first out basis, without any overhead component.

~~Goodwill and other Intangible Assets~~

Intangible assets predominately include goodwill, acquired software and capitalized software development. Intangible assets acquired in exchange for payment are reflected at acquisition costs. If the development costs can be capitalized per ASC 985-20-25, these are reflected as ascribable personnel and overhead costs.

Company created software can be intended for sale to third parties or used by the Company itself. If the conditions for capitalization are not met, the expenses are recorded with their effect on profit in the year in which they were incurred.

The Company amortizes intangible assets with a limited useful life to the estimated residual book value in accordance with ASC regulations. In addition, in special circumstances according to ASC 350-30, a recoverability test is performed and, if applicable, unscheduled amortization is considered.

~~The useful life of acquired software is between three and five years and three years for Company-designed software.~~

Intangible assets obtained as part of an acquisition which do not meet the criteria for a separate entry are identified as goodwill. Goodwill is reviewed once a year during an impairment test, whereby the appraised fair value of the invested capital of the reporting unit, is compared with the carrying (book) value of its invested capital amount (including goodwill.) Use value is generally applied in order to determine the recoverability of goodwill and intangible assets with an indefinite useful life. The projected financial plan prepared by the management serves as the basis for this determination of use value and the planning assumptions are each adjusted for the current state of knowledge. Reasonable assumptions regarding macroeconomic trends and historical developments are taken into account in making these adjustments. Future estimated cash flows are determined based on the expected growth rates of the markets in question.

If the carrying amount of the reporting unit exceeds the appraised fair value, the impairment based on use value measures the amount of loss, if any, and an unscheduled amortization expense is recorded. If the appraised value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired.

~~Property, Plant and Equipment~~

Property, plant and equipment are valued at acquisition or manufacturing costs, reduced by scheduled and, if necessary, unscheduled depreciation. Fixed assets are depreciated on a straight-line basis, prorated over their expected useful life. Scheduled depreciation is mainly based on useful lives of 3 to 10 years. Leasehold improvements are depreciated up to 40 years.

If fixed assets are sold, retired or scrapped, the profit or loss arising from the difference between the net sales proceeds and the residual book value are included under other operating earnings and expenses.

~~Impairment or Disposal of Long-Lived Assets~~

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC topic, 360.10. This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its’ expected cash flows or appraised value In this instance, the asset is considered to be impaired and is written down to fair value.

~~Revenue Recognition~~

~~License Revenues~~

Our license revenues consist of revenues earned from the licensing of our software products. These products are generally licensed on a perpetual basis. Pricing models have generally been based either upon the physical infrastructure, such as the number of physical desktop computers or servers, on which our software runs or on a per user basis. License revenues are recognized when the elements of revenue recognition for the licensed software are complete, generally upon electronic shipment of the software and the software key to provide full access to all functionalities for our customers. In general our invoices reflect license, service and maintenance components. In the case of multi element contracts, the revenues allocated to the software license in most cases represent the residual amount of the contract after the fair value of the other elements has been determined. Certain products of our software offering are licensed on a subscription basis.

~~Software Maintenance Revenues~~

~~Professional Services Revenues~~

~~Foreign Currency Translation~~

The functional currency of the Company is US dollars. For financial reporting purposes, the financial statements of GROUP were translated into US dollars. Assets and liabilities were translated at the exchange rates at the balance sheet dates and revenue and expenses were translated at the average exchange rates and stockholders’ equity was translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

~~Other Provisions~~

According to FASB ASC 450 Contingencies, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings.

~~Deferred Taxes~~

Income taxes are provided in accordance with FASB Codification topic 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

~~Recent Accounting Pronouncements~~

In July 2012, the FASB issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. With the objective of reducing the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-loved asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having the likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed beginning April 1, 2013. Adoption of this new standard is not expected to have significant impact to the Company’s financial statement.

~~Principles of Consolidation and Reverse Acquisition~~

As previously disclosed, the Company originally exchanged a total of 5,405,411 shares of common stock in exchange for 50.1% of the outstanding common shares of GROUP (and retained its 50.1% shareholding by acquiring an additional 883,765 shares of GROUP on February 27, 2012). Although the Company was the legal acquirer, the transaction was accounted for as a recapitalization of GROUP in the form of a reverse merger, whereby GROUP became the accounting acquirer and was deemed to have retroactively adopted the capital structure of the Corporation. Accordingly, the accompanying consolidated financial statements reflect the historical consolidated financial statements of GROUP for all periods presented, and do not include the historical financial statements of the Company. All costs associated with the reverse merger transaction were expensed as incurred. Those expenses totaled approximately $300,000 and were included in professional fees in administrative expenses.

The Company has based its financial reporting for the consolidation with GROUP in accordance with FASB Accounting Standard Codification (ASC) 805-40 as it relates to reverse acquisitions. Goodwill has been measured as the excess of the fair value of the consideration effectively transferred by the Company, the acquiree, for financial reporting purposes, over the net amount of the Company’s recognized identifiable assets and liabilities.

We have recorded the acquired assets and liabilities of GBSX on the acquisition date of January 6, 2011, at their fair value and the operations of GBSX have been included in the consolidated financial statements since the acquisition date.

The assets and liabilities of GROUP, the acquirer for financial reporting purposes, are measured and recognized in the consolidated financial statements at their precombination carrying amounts in accordance with ASC 805-40-45-2(a). Therefore, in a reverse acquisition, the non-controlling interest reflects the non-controlling shareholders’ proportionate interest in the pre-combination carrying amounts of GROUP’s net assets even though the non-controlling interests in other acquisitions are measured at their fair values at the acquisition date.

~~OFF-BALANCE SHEET ARRANGEMENTS~~

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures about Market Risk.~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

~~Item~~ITEM 4. ~~Controls and Procedures.~~CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~As of September 30, 2013, our management, with~~The Securities and Exchange Commission defines the ~~participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial and accounting officer), evaluated the effectiveness of our disclosure~~term “disclosure controls and ~~procedures pursuant~~procedures” to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, our disclosuremean a company’s controls and other procedures ~~were not effective in ensuring~~of an issuer that ~~the~~are designed to ensure that information required to be disclosed in the reports that ~~we file~~it files or ~~submit~~submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and ~~forms, including ensuring~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such material~~ information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to ~~our~~the issuer’s management, including ~~our Chief Executive Officer~~its chief executive and ~~our Chief Financial Officer,~~chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Interim Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Interim Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

	1.	The Company’s lack of independent directors;

	2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

	3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

	4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

	●	The Company will add a number of independent directors to the board and establish an Audit Committee comprised of the independent directors.

	●	The Company has added sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements. To this end, effective September 1, 2020, the Company hired Mr. Bruce Harmon to serve as the Company’s Chief Financial Officer as well as other accounting personnel.

	●	The Company has hired staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

	●	The Company will develop and maintain adequate written accounting policies and procedures.

Additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control ~~Over~~over Financial Reporting

As ~~previously reported~~required by ~~the Company on a Form 8-K filed with the Commission on July 10, 2013, on July 10, 2013, the Board of Directors~~Rule 13a-15(d) of the ~~Company reappointed Joerg Ott as the Chief Executive Officer (Principal Executive Officer)~~Exchange Act, our management, including our principal executive officer, James Sapirstein, and our principal financial officer, Bruce Harmon, conducted an evaluation of the ~~Company, effective immediately. Mr. Ott replaced Mr. Gary D. MacDonald who had been serving as the Company’s Interim Chief Executive Officer since July 11, 2012.~~

Also as previously reported by the Company on a Form 8-K filed with the Commission on August 2, 2013, on August 2, 2013, Gary D. MacDonald resigned as member of the Board of Directors of the Company and as, Managing Director of GBS-UK. From March 1, 2012 to the date of his resignation, Mr. MacDonald also served as member of the Board’ Audit Committee. Mr. MacDonald’s resignation was not due to any disagreement with the Company or the Board.

~~Other than the foregoing, during the quarter ended September 30, 2013, there were no changes in our~~ internal control over financial reporting to determine whether any changes occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our principal executive officer and principal financial officer concluded that there were changes during the quarter ended March 31, 2021. The Company appointed Mr. Harmon as chief financial officer and additional accounting staff to facilitate increased internal controls.

Limitations on the Effectiveness of Controls

The Company’s management, including the Interim Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART ~~II-OTHER~~II. OTHER INFORMATION

~~Item~~ITEM 1. ~~Legal Proceedings.~~LEGAL PROCEEDINGS.

~~On October 23, 2013, the Company filed a lawsuit (GBS Enterprises, Inc. v. Reliance Globalcom, Inc.)~~From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ~~Superior Court~~ordinary course of ~~the State~~business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of ~~California, County of San Francisco, seeking~~any such legal proceedings or claims that we believe will have a ~~declaratory judgment that the Company has no obligation to Reliance Globalcom Inc. (“Reliance”) for any claims~~material adverse effect on our business, financial condition or liabilities in connection with a Master Services Agreement (“MSA”) executed by Reliance and IDC Global Inc. (“IDC”) a then wholly owned subsidiary of the Company in March 2010. On February 1, 2013, GBS sold IDC to Global Telecom & Technology Inc. (“GTT”). Pursuant to the governing Stock Purchase Agreement (SPA), GTT gained all right, title and interest in 100% of all of IDC’s stock, all of which had been owned by GBS. Pursuant to the Stock Purchase Agreement, GTT withheld $528,777.93 of the purchase price from payment to GBS to cover potential exposure due to the Identified Dispute described herein between IDC and Reliance. The Stock Purchase Agreement requires that, within three days of notice to GTT that the Identified Dispute described herein has been resolved, GTT will release the $528,777.93 to GBS. The Company is seeking declaratory relief from the Court stating the Company is not liable to Reliance and that GTT may release the $528,777.93 in funds owed to the Company. There were no material developments in this case since the filing of the lawsuit.operating results.

~~The Company intends to vigorously defend its interests in this matter.~~

ITEM 1A.RISK FACTORS.

~~Item 1A. Risk Factors.~~

~~The disclosure required under this item is not required~~For information regarding the various risk factors that may affect our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021, which may be ~~reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K.~~accessed via EDGAR through the Internet at www.sec.gov.

~~Item~~ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None~~During the three-month period ended March 31, 2021, we did not conduct any unregistered sales of our equity securities that were not previously disclosed in a current report of Form 8-K and we did not repurchase any of our common stock, except as follows:

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

~~Item 3. Defaults Upon Senior Securities.~~None.

~~None~~ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

~~Item~~ITEM 5. ~~Other Information.~~

OTHER INFORMATION.

~~None~~

On April 16, 2021, the Board of Directors of the Company formed the following committees:

Audit Committee: Terry Brostowin (Chair), Dr. Vithal Dhaduk, Dr. William Hearl, James Sapirstein (Observer) and Bruce Harmon (Observer)

Compensation Committee: Julie Kampf (Chair), Dr. Vithal Dhaduk, Terry Brostowin and James Sapirstein (Observer)

Nomination and Board Governance Committee: Dr. William Hearl (Chair), Julie Kampf and James Sapirstein (Observer)

~~Item~~ITEM 6. ~~Exhibits.~~EXHIBITS

The following exhibits are filed as part of this report or incorporated by reference:

~~Exhibit~~
No.		Description
3.1.1
~~31.1(1)~~		~~Rule 13(a)-14(a)/15(d)-14(a) Certification~~Articles of ~~Principal Executive Officer~~Incorporation (filed as an exhibit to Form SB-2 (File No: 333-146748) filed January 14, 2008)

~~31.2(1)~~3.1.2		~~Rule 13(a)-14(a)/15(d)-14(a) Certification~~Certificate of ~~Principal Financial and Accounting Officer~~Amendment to Articles of Incorporation, effective September 6, 2010 (filed as an exhibit to Form 10-K filed July 16, 2012)

~~32.1(1)~~3.1.3		~~Section 1350 Certification~~Certificate of ~~Principal Executive Officer~~Amendment to Articles of Incorporation, effective November 22, 2010 (filed as an exhibit to Form 10-K/A filed July 15, 2011)

~~32.2(1)~~3.1.4		~~Section 1350~~ Certificate of Amendment to the Articles of Incorporation regarding 1-for-29 Reverse Stock Split filed March 20, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.1.5		Articles of Merger between Marizyme, Inc. and GBS Enterprises Incorporated filed May 19, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.1.6		Series A Non-Convertible Preferred Certificate of Designation filed May 11, 2018 (filed as an exhibit to Form 10 (File No. 000-53223) filed on September 12, 2018)

3.2		Bylaws (Filed as an exhibit to Form SB-2 (File No: 333-146748) filed January 14, 2008)

4.1		Form of Placement Agent Common Stock Purchase Warrant for 2020 Common Stock and Warrant Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

4.2		Form of Incentive Stock Option Agreement (filed as an exhibit to Form 10-Q filed on November 13, 2019)

10.1		Form of Subscription Agreement for 2020 Common Stock Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

10.2		Form of Registration Rights Agreement for 2020 Common Stock Private Placement (filed as an exhibit to Form 10-Q filed on August 14, 2020)

10.3		Employment Agreement dated November 1, 2020 with Dr. Neil J. Campbell (filed as an exhibit to Form 8-K filed on November 6, 2020)

10.4		Indemnification Agreement dated November 1, 2020 with James Sapirstein (filed as an exhibit to Form 10-K filed on April 15, 2021)

10.5		Indemnification Agreement dated November 1, 2020 with Terry Brostowin (filed as an exhibit to Form 10-K filed on April 15, 2021)

10.6		Indemnification Agreement dated November 1, 2020 with Bruce Harmon (filed as an exhibit to Form 10-K filed on April 15, 2021)

31.1 ⁽¹⁾		Certification of Principal ~~Financial~~Executive Officer of Marizyme, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 ⁽¹⁾		Certification of Principal Accounting Officer of Marizyme, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ⁽¹⁾		Certification of Principal Executive Officer of Marizyme, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

32.2 ⁽¹⁾		Certification of Principal Accounting Officer of Marizyme, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

101.INS ~~(2)~~		XBRL Taxonomy Extension Instance Document

101.SCH ~~(2)~~		XBRL Taxonomy Extension Schema Document

101.CAL ~~(2)~~		XBRL Taxonomy Extension Calculation Linkbase Document

~~101.LAB (2)~~		~~XBRL Taxonomy Extension Labels Linkbase Document~~

101.DEF ~~(2)~~		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE ~~(2)~~		XBRL Taxonomy Extension Presentation Linkbase Document

⁽¹⁾	Filed ~~herewith.~~herewith

~~(2)~~

~~To be filed by amendment.~~28

SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~GBS ENTERPRISES INCORPORATED~~MARIZYME, INC.
	(Registrant)
Date: May 6, 2021
	By:	/s/ James Sapirstein

~~Date: November 14, 2013~~	~~By:~~	~~/s/~~ ~~JOERG OTT~~James Sapirstein
	~~Joerg Ott~~
	Interim Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 14, 2013~~May 6, 2021
	By:	/s/ ~~MARKUS R. ERNST~~ Bruce Harmon
	~~Markus R. Ernst~~	Bruce Harmon
		Chief Financial Officer
		(Principal ~~Financial and~~ Accounting Officer)

6229

Nevada	~~27-3755055~~82-5464863
(State or ~~other jurisdiction~~Other Jurisdiction of ~~incorporation~~ Incorporation or Organization)	(I.R.S. Employer Identification No.)
~~organization)~~

~~585 Molly Lane~~ ~~Woodstock, GA~~		~~30189~~555 Heritage Drive, Suite 205, Jupiter, Florida 33458
(Address of principal executive offices) (Zip Code)

(561) 935-9955
(~~Zip Code)~~Registrant’s telephone number)

[ ]	Large accelerated filer¨	[ ]	Accelerated filer¨
[X]	Non-accelerated filer	[X]	Smaller reporting company

~~Non-accelerated filer~~ ¨ ~~(Do not check if a smaller reporting company)~~[X]	~~Smaller reporting~~Emerging growth companyx

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Index to Financial Statements		60Page
~~Item 5.~~	~~Other Information~~Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020		604
~~Item 6.~~	~~Exhibits~~		61
~~Signatures~~
62Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 (unaudited)		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2021 and 2020 (unaudited)		6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited)		7

Notes to Condensed Consolidated Financial Statements (unaudited)		8

	March 31,			December 31,
	2021			2020
		(unaudited)
ASSETS
Current assets
Cash	$	834,957		$	2,902,762
Accounts receivable		35,783			40,585
Prepaid expense		63,100			106,390
Inventory		44,640			56,340
Total current assets		978,480			3,106,077

Fixed assets, net		4,122			7,122
Operating lease right-of-use assets, net		1,257,929			1,317,830
Intangible assets, net		41,927,293			42,278,211
Prepaid royalties, non-current		340,969			344,321
Deposits		30,000			30,000

Total assets	$	44,538,793		$	47,083,561

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	445,069		$	478,103
Operating lease obligations, current portion		304,114			243,292
Total current liabilities		749,183			721,395
Non-current liabilities
Operating lease obligations, non-current portion		978,148			1,074,538
		978,148			1,074,538
Total liabilities		1,727,331			1,795,933

Commitments and contingencies (see Note 5)		-			-

Stockholders’ equity
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2021 and December 31, 2020		-			-
Common stock, par value $0.001, 75,000,000 shares authorized, 35,928,188 shares issued and outstanding as of March 31, 2021 and December 31, 2020		35,928			35,928
Additional paid in capital		82,411,719			82,077,334
Accumulated deficit		(39,636,185	)		(36,825,634	)
Total stockholders’ equity		42,811,462			45,287,628
Total liabilities and stockholders’ equity	$	44,538,793		$	47,083,561

			Page ~~No:~~
	PART ~~I -~~ I—FINANCIAL INFORMATION

~~Item~~ITEM 1.	Consolidated Financial Statements (unaudited)		34
~~Item~~ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4520
~~Item~~ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		5925
~~Item~~ITEM 4.	Controls and Procedures		5925

	PART ~~II -~~ II—OTHER INFORMATION

~~Item~~ITEM 1.	Legal Proceedings		6027
~~Item~~ITEM 1A.	Risk Factors		6027
~~Item~~ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		6027
~~Item~~ITEM 3.	Defaults Upon Senior Securities	27
ITEM 4.	Mine Safety Disclosures	27
ITEM 5.	Other Information	27
ITEM 6.	Exhibits	27
	Signatures	29

				Restated
	September 30,			December 31,
	2013			2012
	$			$
Assets
Current Assets
Cash and cash equivalents - Note 6		259,614			1,154,602
Accounts Receivable - Note 7		3,528,260			4,143,448
Inventory - Note 3		21,684			-
Prepaid expenses - Note 8		207,811			84,304
Other current receivables - Note 9		276,856			676,976
Assets held for sale		-			384,862
Total current assets		4,294,224			6,444,192

Non-Current Assets
Assets held for sale		-			1,846,645
Property, plant and equipment - Note 11		282,601			332,839
Other non-current receivables - Note 12		1,217			428,422
Deferred tax assets non-current - Note 10		1,076,010			1,132,103
Goodwill - Note 13		31,260,500			34,254,881
Software - Note 14		10,232,633			12,207,031
Other assets - Note 15		132,489			156,379
Total non-current assets		42,985,450			50,358,300

Total assets		47,279,675			56,802,492

Liabilities and stockholders' equity
Current liabilities
Notes payable		1,775,010			2,313,572
Liabilities to banks - Note 16		3,887,764			6,774
Accounts payables and accrued liabilities - Note 17		3,946,070			6,241,733
Deferred income - Note 18		6,846,920			6,099,570
Other short term liabilities - Note 19		242,252			860,032
Due to related parties		-			2,115,869
Liabilities held for sale		-			589,634
Total current liabilities		16,698,017			18,227,184

Non-Current liabilities
Liabilities to banks		-			3,716,102
Retirement benefit obligation		172,414			165,876
Liabilities held for sale		-			159,898
Total non-current liabilities		172,414			4,041,876

Total liabilities		16,870,431			22,269,060

Stockholders' equity
Capital stock - Note 20
Authorized:
75,000,000 common shares of $.001 par value each
25,000,000 preferred shares of $.001 par value each
Issued and outstanding:
30,837,624 shares of common stock
(29,461,664 shares of common stock at December 31, 2012)		30,838			29,462
Additional paid in capital		50,009,107			49,691,195
Subscription Receivable		50,000			-
Accumulated deficit		(21,646,422	)		(18,974,582	)
Other comprehensive income		(299,034	)		442,841

		28,144,489			31,188,916
Noncontrolling interest in subsidiaries		2,264,754			3,344,516

Total stockholders' equity		30,409,243			34,533,432

Total stockholders' equity and liabilities		47,279,675			56,802,492

	2021			2020

Revenue	$	73,952		$	-

Operating expenses
Direct costs of revenue		30,842			-
Professional fees		659,058			108,019
Salary expenses		1,036,457			-
Stock-based compensation		367,718			221,058
Depreciation and amortization		416,595			-
Other general and administrative expenses		373,833			142,293
Total operating expenses		2,884,503			471,370
Total operating loss		(2,810,551	)		(471,370	)

Net loss	$	(2,810,551	)	$	(471,370	)

Loss per share – basic and diluted	$	(0.08	)	$	(0.02	)

Weighted average number of shares of common stock – basic and diluted		35,928,188			19,887,021

	For the three months ended						For the nine months ended
				Restated						Restated
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
	$			$			$			$

Revenues - Note 21
Products		4,133,565			4,719,446			13,170,113			15,247,883
Services		932,091			990,333			2,442,935			3,516,745
		5,065,656			5,709,778			15,613,048			18,764,628
Cost of goods sold
Products		563,950			922,839			2,738,549			3,833,550
Services		1,709,105			2,289,927			4,951,817			6,616,975
		2,273,055			3,212,767			7,690,366			10,450,525
Gross profit		2,792,601			2,497,011			7,922,682			8,314,103

Operating expenses
Selling expenses		2,033,242			2,625,773			6,627,311			9,990,170
Administrative expenses		1,145,304			1,229,281			3,922,440			3,940,092
General expenses		120,364			318,350			392,329			711,227
		3,298,910			4,173,403			10,942,080			14,641,489

Operating income (loss)		(506,309	)		(1,676,392	)		(3,019,398	)		(6,327,386	)

Other Income (expense) - Note 22
Other Income (expense)		44,726			892,702			566,430			52,543
Interest income		-			209			420			2,866
Interest expense		(140,213	)		(133,741	)		(546,333	)		(241,405	)
		(95,487	)		759,169			20,517			(185,996	)

Income (loss) before income taxes		(601,796	)		(917,223	)		(2,998,882	)		(6,513,382	)

Income tax (income) expense		487			(287,718	)		13,807			(1,409,759	)

Income (loss) before discontinued operations		(602,283	)		(629,504	)		(3,012,689	)		(5,103,623	)

Discontinued operations - Note 4		-			(33,125	)		-			63,246

Net income (loss)		(602,283	)		(662,629	)		(3,012,689	)		(5,040,377	)

Net Loss Attributable to noncontrolling Interest		535,588			(271,574	)		(340,849	)		(1,699,550	)
Net income (loss) attributable to stockholders		(1,137,871	)		(391,055	)		(2,671,840	)		(3,340,827	)

Net earnings (loss) per share, basic and diluted	$	(0.0373	)	$	(0.0137	)	$	(0.0879	)	$	(0.1168	)

Weighted average number of common stock outstanding, basic and diluted		30,492,650			28,611,701			30,379,612			28,611,701

Statement of Comprehensive Income (Loss):

Net Income (Loss)		(602,283	)		(662,629	)		(3,012,689	)		(5,040,377	)
Foreign currency Translation Adjustment		(365,488	)		(2,503,497	)		(1,480,788	)		(116,135	)

Comprehensive income (loss)		(967,771	)		(3,166,126	)		(4,493,477	)		(5,156,512	)

Less: Net Income (Loss) attributable to noncontrolling interest		535,588			(271,574	)		(340,849	)		(1,699,550	)
Less: Other Comprehensive Income (Loss) attributable to noncontrolling interest		(182,378	)		(1,223,936	)		(738,913	)		(32,642	)

Total Comprehensive income (loss) attributed to stockholders		(1,320,981	)		(1,670,617	)		(3,413,715	)		(3,424,320	)

									Additional
	Preferred Stock				Common Stock				Paid in		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total
Balance, December 31, 2019		-	$	-		19,858,939	$	19,859	$	59,319,594	$	(16,000	)	$	(30,980,581	)	$	28,342,872
Common stock issued		-		-		125,000		125		124,875		-			-			125,000
Stock-based compensation expense		-		-		-		-		221,058		-			-			221,058
Net loss		-		-		-		-		-		-			(471,370	)		(471,370	)
Balance, March 31, 2020		-	$	-		19,983,939	$	19,984	$	59,665,527	$	(16,000	)	$	(31,451,951	)	$	28,217,560

Balance, December 31, 2020		-	$	-		35,928,188	$	35,928	$	82,077,334	$	-		$	(36,825,634	)	$	45,287,628
Stock-based compensation expense		-		-		-		-		334,385		-			-			334,385
Net loss		-		-		-		-		-		-			(2,810,551	)		(2,810,551	)
Balance, March 31, 2021		-	$	-		35,928,188	$	35,928	$	82,411,719	$	-		$	(39,636,185	)	$	42,811,462

	2021			2020

Cash flows from operating activities:
Net loss	$	(2,810,551	)	$	(471,370	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		62,901			-
Amortization expense		353,694
Stock-based compensation – stock options		334,385			346,058
Stock-based compensation – restricted common stock		33,333			-
Change in operating assets and liabilities:
Accounts receivable		4,802			-
Prepaid expense		43,290			-
Inventory		11,700			-
Accounts payable and accrued expenses		(98,584	)		125,282
Net cash used in operating activities		(2,065,030	)		(30	)

Cash flows used in investing activities:
Purchase of intangible assets		(2,775	)		-
Net cash used in investing activities		(2,775	)		-

Net decrease in cash		(2,067,805	)		(30	)

Cash at beginning of period		2,902,762			90

Cash at end of period	$	834,957		$	60

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

					Restated
		September 30, 2013			September 30, 2012
		$			$

Cash flow from operating activities
Net loss / net income			(3,012,689	)		(5,103,623	)
Adjustments
Deferred income taxes			56,093			(1,421,720	)
Depreciation and amortization			3,399,200			3,289,383
Write-down of Goodwill and Intangibles			-			3,079,168
Consulting expense			74,000			-
Interest Expense			195,288			-
Gains (Losses) on Sale of Assets			-			(1,566,119	)
Gains (Losses) from equity investment			-			(26,751	)
Changes in operating assets and liabilities:
Accounts receivable, prepaid assets, other current receivables			3,574,403			1,471,490
Other Assets			-			(37,398	)
Retirement benefit obligation			6,538			-
Inventories			(21,684	)		119,245
Accounts payable and other liabilities			(2,915,625	)		(2,438,073	)

Net cash provided (used) by operating activities			1,355,523			(2,634,397	)
Net cash provided (used) by discontinued			-			63,246

Cash flow from investing activities
Sale (Purchase) of intangible assets			487,309			(2,527,077	)
Sale (Purchase) of property, plant and equipment			-			(579,206	)
Increase (Decrease) in Financial assets			-			614,480

Net cash provided (used) in investing activities			487,309			(2,491,803	)

Cash flow from financing activities
Net borrowings - banks			164,889			1,067,397
Other borrowings			(538,562	)		(2,074,044	)
Capital paid-in			100,000			3,583,176
Loans from related party			(2,115,869	)		(28,432	)

Net cash provided (used) in financing activities	��		(2,389,541	)		2,548,096

Effect of exchange rate changes on cash			(348,280	)		6,991

Net increase (decrease) in cash			(894,988	)		(2,507,867	)
Cash and cash equivalents - Beginning of the year			1,154,602			3,250,821

Cash and cash equivalents - End of Quarter			259,614			742,954

	Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Classification		Estimated Useful Lives
Equipment		5 to 7 years
Furniture and fixtures		4 to 7 years

	Step 1:	Identify the contract with the customer
	Step 2:	Identify the performance obligations in the contract
	Step 3:	Determine the transaction price
	Step 4:	Allocate the transaction price to the performance obligations in the contract
	Step 5:	Recognize revenue when the company satisfies a performance obligation

~~Revenues~~
~~Services~~	~~(2,648,976~~	)
~~Cost of goods sold~~
~~Products~~	~~(1,278,740~~	)
~~Services~~	~~(589,808~~	)

~~Operating expenses~~
~~Selling expenses~~	~~(554,448~~	)
~~Administrative expenses~~	~~(109,845~~	)
~~General expenses~~	~~(33,250~~	)

~~Operating income~~	~~(82,885~~	)

~~Other Income (expense)~~
~~Other Income (expense)~~	~~(13,486~~	)

~~Income (loss) before income taxes~~	~~(96,371~~	)

		Stockholders' Equity as of 9/30/2013		Percentage of Subscribed Capital						Profit of the consolidated quarter		Date of the First
	Headquarters	KUSD		KUSD		in %			Ownership	KUSD		Consolidation


GROUP Business Software (UK) Ltd.	Manchester		-1,236		23		50,1	%	I		93	12/31/2005
GROUP Business Software Corp.	Woodstock		-15,601		1		50,1	%	I		225	12/31/2005
GROUP LIVE N.V.	Den Haag		1,274		134		50,1	%	I		-3	12/31/2005
Permessa Corporation	Waltham		10		0		50,1	%	I		0	9/22/2010
Relavis Corporation	Woodstock		-842		2		50,1	%	I		-23	1/8/2007
GROUP Business Software AG	Eisenach		9,973		36,107		50,1	%	I		291	6/1/2011
Pavone GmbH	Boeblingen		-863		47		100.0	%	D		334	1/4/2011
Groupware Inc.	Woodstock		-482		1		100.0	%	D		0	1/6/2011
GBS India	Chennai		191		12		100.0	%	D		46	9/30/2012

Deferred Tax Assets	KUSD		KUSD
	9/30/2013		12/31/2012

Deferred Tax Assets – Current		0		0

Deferred Tax Assets – Non-current		1,076		1,132

Balance		1,076		1,132

Property, Plant and Equipment kUSD	Development of the cost		Development of accumulated depreciation		Balance

12/31/2012		7,219.4		6,893.7		325.7
Additions		42		12
Disposals		33		6
Currency differences		8		3
Reclassifications		0		0
9/30/2013		7,219.4		6,893.7		325.7

	KUSD Restated		KUSD Restated
	9/30/2013		12/31/2012

Cooperative shares		1		0
Intercompany Loan Values during the quarter		0		0
Other long term receivables		0		428
Balance		1		428

30-Sep-13	Date of first Consolidation	12/31/2012	Additions	Adjustments	Written off		9/30/2013
GROUP Business Software AG	1/6/2011	18,425.6	-	-	-		18,425.60
GROUP Business Software (UK) Ltd.	12/31/2005	2,765.1	-	-	-		2,765.10
IDC Global, Inc.	7/25/2011	2,994.4			(2,994.4	)	0.00
Permessa Corporation	9/22/2011	2,387.4	-	-	-		2,387.40
Pavone GmbH	1/4/2011	5,950.5	-	-	-		5,950.50
GBS India	8/1/2012	1,731.9	-	-	-		1,731.90
		34,254.9	-	-	-		31,260.50

Concessions and licenses kUSD	Development of the cost		Development of accumulated depreciation		Balance

12/31/2012		31,913.9		21,341		10572.9
Additions		907		159
Disposals		1,018		122
Currency differences		143		126
Reclassifications		0		0
9/30/2013		31,913.9		21,341.0		10,572.9

The maturities of the lease liabilities are as follows as of March 31, 2021 for the periods ended December 31:

2021	$	156,748
2022		277,142
2023		277,142
2024		277,142
2025		277,142
Thereafter		130,950
Total lease payments		1,396,266
Less: Present value discount		(114,004	)
Total	$	1,282,262

Consideration given:

Common stock shares given	$	12,500,000
Warrants given		1,932,300
Total consideration given	$	14,432,300

Fair value of identifiable assets acquired, and liabilities assumed:

Receivable	$	45,845
Inventory		229,635
Fixed assets		9,092
Intangible assets		14,147,728
Total identifiable net assets	$	14,432,300

	March 31, 2021							December 31, 2020
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Krillase - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology	$	28,600,000	$	-		$	28,600,000	$	28,600,000	$	-		$	28,600,000
DuraGraft - Patents, Patent Applications, Research and Development, Clinical Trials, Developed Technology		14,147,729		(943,182	)		13,204,547		14,147,729		(589,489	)		13,558,240
Patents in process		122,746		-			122,746		119,971		-			119,971

Total Intangibles	$	42,870,475	$	(943,182	)	$	41,927,293	$	42,867,700	$	(589,489	)	$	42,278,211

Balance, December 31, 2019	$	28,613,000
Acquired in asset purchase agreement		14,147,729
Additions		106,971
Amortization expense		(589,489	)
Balance, December 31, 2020		42,278,211
Additions		2,775
Amortization expense		(353,693	)
Balance, March 31, 2021	$	41,927,293

			Weighted		Weighted
			Average		Average		Total
	Number of		Exercise		Contractual		Instrinic
	Options		Price		Life		Value
Outstanding at December 31, 2020		3,800,943	$	1.36
Granted		732,500	$	1.25
Exercised		-	$	-
Forfeited		-	$	-
Outstanding at March 31, 2021		4,533,443	$	1.35		8.82	$	123,600
Exercisable at March 31, 2021		2,960,735	$	1.40

	For the Period Ending September 30,
	2013			2012
Annualized Volatility		120.26	%		118.64	%
Risk Free Interest Rate		0.66	%		0.40	%
Expected Life		3 years			3 years
Dividend Rate		Nil			Nil

	# of shares							Fair value							Balance
	allowed to			Issue	Expiry	Strike		at							End of
	purchase			Date	Date	Price		Issuance			Issued		Exercised		Period
						$		$			#		#		#


Opening - Jan 1, 2012		6,846,280												5,000		6,841,280
Amended		(2,000,000	)	10/1/2010	6/1/2013		4.00		-			-		-		-
Reissued		2,000,000		6/1/2012	6/1/2015		1.00		556,785			-		-		-
Issued for legal services				3/31/2012	3/31/2012		1.10		270,208	(2)		250,000		-		250,000
Issued for nominal value				3/28/2012	3/28/2015		0.50		2,457,662			2,020,000		900,000		1,120,000
Sold with share units				4/16/2012	4/16/2015		1.50		90,000			120,000		-		120,000
Issued with debt conversion				4/28/2012	4/28/2015		1.75		-			550,000		-		550,000
Issued with debt conversion				4/30/2012	4/30/2015		1.75		-			500,000		-		500,000
Sold with share units				5/10/2012	5/10/2015		1.50		25,800			30,000		-		30,000
Issued with debt				7/5/2012	7/5/2012		0.50		26,500			550,000		-		550,000
Issued with debt				8/13/2012	8/13/2015		0.35		-			100,000		100,000		100,000
Issued with debt				10/26/2012	10/29/2015		0.20		-			500,000		500,000		-
Issued with debt				11/30/2012	11/30/2015		0.20		-			500,000		250,000		250,000
Issued for consulting services				12/21/2012	12/21/2015		0.21		2,624	(1)		16,875		-		16,875
Closing - Dec 31, 2012												5,136,875		1,755,000		10,328,155

Opening - Jan 1, 2013		10,328,155														10,328,155
Transfer (3/11/2011)		739,000		2/6/2013	3/11/2014		1.50		-			-		-		739,000
Closing - Mar 31, 2013												5,136,875		1,755,000		11,067,155

Issued with debt				4/26/2013	4/26/2016		0.25		-			400,000		-		400,000
Closing - Jun 30, 2013												5,536,875		1,755,000		11,467,155

Closing - September 30, 2013												5,536,875		1,755,000		11,467,155

	For the Nine Months Ended September 30,
	2013			2012

Net cash provided (used in) Operating Activities	$	1,355,523		$	(2,634,297	)
Net cash provided (used) by Discontinued	$			$	63,246
Net cash provided (used in) Investing Activities	$	487,309		$	(2,491,803	)
Net cash provided (used in) Financing Activities	$	(2,389,541	)	$	2,548,096
Effect of exchange rate changes on cash	$	(348,280	)	$	6,991
Net increase (decrease) in cash and cash equivalents during the period	$	(894,988	)	$	(2,507,867	)
Cash and cash equivalents, beginning of period	$	1,154,602		$	3,250,821
Cash and cash equivalents, end of period	$	259,614		$	742,954