All notes payable amounts are due on demand.

4. Related Party Transactions not Disclosed Elsewhere

During the period ended September 30,March 31, 2021 and 2020, year ended December 31, 2019, the Company received advances on outstanding notes for a totalno funds related to the issuance of $0 and $128,169, respectively, from a related party.notes. As of September 30, 2020March 31, 2021 and December 31, 2019,2020, the Company had outstanding loans due to related partiesItsik Ben Yesha, our CTO of $165,905.$100,000. During the period ended September 30,March 31, 2021 and 2020, and December 31, 2019, the Company incurred imputed interest charges of $12,454$2,466 and $2,853, respectively.$2,466, respectively, related to the loans outstanding to Itsik Ben Yesha. As of September 30,March 31, 2021 and December 31, 2020, the Company owed $100,000 in notes payable to Itsik Ben Yesha, with $100,000 asthe CTO and a related party.

During the nine monthsthree-month period ended September 30, 2020,March 31, 2021, the Company received total proceeds of $121,048 from a related party from 1,210,480 shares of common stock subscriptions of $447,600 orto be issued at $0.10 per share.

As of September 30, 2020March 31, 2021 and December 31, 2019,2020, we had accrued salaries of $251,527$337,536 and $105,862,$309,456, respectively, due to three of our officers.

As of September 30, 2020March 31, 2021 and December 31, 2019,2020, we had accrued interest of $1,564, due to Mr. Weissberg, who is the Company’s Chairman of the audit committee. The principal underlying the note was converted in 2014.

5. Other IncomeForeign currency translation

DuringThe Company maintains its books and record in its local currency, Israeli Shekel ILS (“ILS”), which is a functional currency as being the threeprimary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and nine months-period ended September 30, 2020,liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company receivedis the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a 17% VAT refundseparate component of $374 and $51,940, respectively,accumulated other comprehensive income (loss) within the statements of changes stockholders’ equity (deficit).

Translation of amounts from the Israel tax authority related to previous tax paymentslocal currency of the Company into US$1 has been made duringat the fiscal years 2019 and 2018. These refunds were expensed as incurred in those prior years due to uncertain collection.following exchange rates:

6. Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Management has plans to address Our future financing transactions may include the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising theissuance of equity and/or debt securities. We may raise funds necessary to implement the Company’s business plan. Management will continue to seek out debt andthrough additional private placements of equity financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, thator convertible debt. We do not have any arrangements with potential investors will continueor lenders to provide capital to the Company or that the new business operations will be profitable. The possibility of failure in obtainingus with any additional fundingfinancing and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurancesassurance that the Company’s planned activitiesany such additional financing will be successful, or thatavailable when required in order to proceed with the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt and/or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.plan.

7. Subsequent Events

There were no subsequent events following the period ended September 30, 2020March 31, 2021 through the date the financial statements were issued that would materially affect the financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

In January 2014, Mr. Weissberg negotiated with Lifewave Ltd., a public company organized under the laws of the State of Israel, for the purpose of acquiring certain of Lifewave’s IP assets pertaining to a wound healing device. The Registrant signed a patent purchase agreement with Lifewave on January 6, 2014 (the “Agreement”), the closing of which was subject to several material conditions, including our ability of raising equity capital sufficient to develop and commercially exploit the technology.

On June 4, 2014, we completed the purchase of all right, title and interest to certain IP assets, including rights to a wound treatment device. The IP assets, including the wound healing device, acquired by the Registrant are designed for wound treatment incorporating Bioelectrical Signal Therapy (“BST Device”). The BST Device implements patented and proprietary electrical stimulation technologies to treat hard-to-cure wounds and ulcers downup to complete closure and/or cure.

Pursuant to the Agreement, the Registrant has agreed to pay Lifewave a royalty of from 10% to 20% of the profits (as defined in the Agreement) generated from the BST Device.

The Company engaged IMARC Research Inc. to provide a broad range of services related to its BST Device and the FDA application process. On October 14, 2016, the Company received notification from FDA that it has granted conditional approval to the IDE application, authorizing us to commence a clinical investigation of our BST Device for wound healing. We are dependent upon the success of our FDA application for us to be able to market our BST Device in the U.S.

The Company’s success is dependent upon the successful FDA clinical trial of its BST Device. The Device may need additional development and may never achieve safety or efficacy. The Company believes that its design and procedure show promise, but the path to commercial The Company’s success is dependent upon the successful FDA clinical trial of its BST Device. The Device may need additional development and may never achieve safety or efficacy. The Company believes that its design and procedure show promise, but the path to commercial success, even if development milestones are met, may take more time and might be more costly.

There are a number of potential obstacles the Company might face, including the following:

Recent Developments

During the first quarter of fiscal 2020, we were granted approval from the Helsinki committee to launch a Randomized Control Study (RCT) on 60-100 patients in order to assess the efficacy of the BST Device on diabetic foot patients in collaboration with Clalit Health Services Organization, Israel’s largest HMO, and the Israeli Ministry of Health (MOH). The study will be performed in 3-5conducted at 3 to 5 sites including leading clinics and hospitals in Israel. The Company intendsTo date, we have agreements with two outpatient clinics and one private clinic to conduct our clinical trial study. We have enrolled 15 to 20 patients out of the required minimum 60 patients for our study. Our enrollment process has been negatively impacted by COVID 19, but expect to complete our enrollment by the end of the year 2021. We expect trial completion within 12 to 18 months upon completion of the enrollment. We plan to enroll between 60 to 100 patients based on a ratio of 2:1 between BST treatment group and the firstcontrol group receiving only standard care. The double arm clinical trial will be conducted on patients with diabetic foot ulcers. The BST arm will be treated with the BST device three times a day. Our trial protocol requires two weeks of pre-trial screening to determine if the wounds qualify for the trial by showing no self-healing of more than 10%. Subsequent to the study during the second quarter of 2021 and expectsscreening period, the trial toperiod will consist of 112 treatment days with the BST device followed by 28 days monitoring the post-treatment wounds. The control group will be conducted for 12-18 months until completion.monitored the same way except it will not receive the BST device treatment.

The Company has concluded a 35-wound, one arm clinical pilot, treating recalcitrant wounds in a leading wound clinic in Tel Aviv Israel, with 78% of the treated wounds completely healed within 20 weeks (Avg. wound duration at the base was 8 months) and an additional 16% of the treated wounds reaching wound area reduction of greater than 75%. Only 6% of the patients had no substantial positive clinical effect.

The Company’s distributor in Colombia, TekMedica SAS, has successfully concluded a clinical pilot study at the Hospital de la Samaritana in Bogota, Colombia. Starting in January 2020, Colsanitas, a leading Colombian HMO/Health insurance provider and operator of comprehensive healthcare services in Colombia and a member of the Sanitas group worldwide, willintends to commence a clinical pilot study which is expected to be concluded by the end of the second quarter ofyear 2021. If positive results are achieved, similar to those achieved in the one arm clinical pilot in Tel Aviv, clinical trials,Israel, the Company believes that upon regulatory approval it will contribute to the penetration ofbe successful in marketing and selling the BST device treatment with to Colsanitas health services in Colombia.

During the year ended December 31, 2018, the Company raised $1,795,147 from a rights offering of a total of 9,555,468 Units at $0.10 per Unit, each consisting of: (i) one share of Common Stock; (ii) one Class A Warrant exercisable for a period of 24 months to purchase ½ share of Common Stock at the equivalent of $0.50 per share; and (iii) one Callable Class B Warrant exercisable for a period of 36 months to purchase ½ share of Common Stock at the equivalent of $1.25 per share. The Company intends to use the proceeds of the rights offering for general corporate purposes, including working capital, capital expenditures, as well as acquisitions and other strategic purposes. The warrants fair value is $408,093 and were valued using a Black- Scholes valuation model.

On February 20, 2017, the Registrant received the official certification from the Israeli Ministry of Health authorizing the use of the Registrant’s BST Device in Israel. The BST Device implements patented and proprietary electrical stimulation technologies to treat hard-to-cure wounds and ulcers up to complete closure and/or cure.

On January 8, 2017, the Registrant entered into a five-year distribution agreement (the “Distribution Agreement”) with TekMedica SAS, organized under the laws of Colombia (“TekMedica” or the “Distributor”). Pursuant to the Distribution Agreement, the Registrant granted TekMedica the exclusive rights to distribute the Registrant’s medical device for the treatment of chronic wounds (the “BST Device™”) and the accompanying disposable electrodes (sometimes collectively, the “Products”) in Colombia (the “Territory”). The Company terminated its Distribution Agreement with TekMedica in March 2021.

The Distribution Agreement providesOur distribution agreements provide that Registrantthe Company will provide Distributorthe distributor with supplies of the BST DeviceDevise and disposable electrode for treatment of patients in hospitals, long-term care facilities, medical centers and out-patient clinics. The Distributordistributor will make an initial advance payment to be applied against the first year’s quota together with an initial order supported by a Letter of Credit with subsequent orders as part of the quota as set forth in the Distribution Agreement, with minimum annual quota’s during the five-year term. The Distributordistributor will be responsible for securing any product certification, permit, license or approval that may be required in the Territoryterritory for the marketing, sale, sublicensing and delivery and use of the BST Devise and Products in the Territory.territory.

Results of Operations during the three months ended September 30, 2020March 31, 2021 as compared to the three months ended September 30, 2019March 31, 2020

We have not generated any revenues during the three-month ended September 30, 2020March 31, 2021 and 2019.2020. We had operating expenses mainly related to general and administrative expenses and research and development expenses. During the three monthsthree-month period ended September 30, 2020,March 31, 2021, we incurred a net loss from operations of $169,180$216,990 due to general and administrative expenses of $107,681$105,790 and research and development expenses of $61,499$104,567 as compared to a net loss from operation of $109,564$156,887 due to general and administrative expenses of $71,792$93,371 and research and development expenses of $37,772$59,380 in the same period in the prior year.

Our general and administrative expenses increased by $35,889 during the three months ended September 30, 2020 as compared to the three-months ended September 30, 2019.

Our R&D expenses increased by $23,727 during the three months ended September 30, 2020 as compared to the prior year mainly due to increased expenses related to FDA approval for our BST device.

During the three months ended September 30,March 31, 2021 and 2020, and 2019, we received other income related to tax refunds of $374 and $0, respectively. During the three months ended September 30, 2020 and 2019, we incurred interest expenseexpenses of $4,181$4,091 and $982,$4,136, respectively.

During the three months ended September 30,March 31, 2021 and 2020, and 2019, we had a net loss of $172,987$216,990 and $110,546,$156,887, respectively.

Results of Operations during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019

We have not generated any revenues during the nine-month period ended September 30, 2020 and 2019. We had operating expenses mainly related to general and administrative expenses and research and development expenses. During the nine months ended September 30, 2020, we incurred a net loss from operations of $455,068 due to general and administrative expenses of $300,217 and research and development expenses of $154,851 as compared to a net loss from operations of $454,092 due to general and administrative expenses of $343,500 and research and development expenses of $110,592 in the same period in the prior year.

Our general and administrative expenses decreased by $43,283 during the nine months ended September 30, 2020 as compared to the three-months ended September 30, 2019.

Our R&D expenses increased by $44,259 during the nine months ended September 30, 2020 as compared to the prior year mainly due to increased expenses related to FDA approval for our BST device.

During the nine months ended September 30, 2020 and 2019, we received other income related to tax refunds of $51,940 and $0, respectively. During the nine months ended September 30, 2020 and 2019, we incurred interest expense of $12,454 and $2,853, respectively.

During the nine months ended September 30, 2019 and 2018, we had a net loss of $415,582 and $456,945, respectively.

Liquidity, Capital Resources and Strategy

On September 30, 2020,March 31, 2021, we had total assets of $204,365$19,428 consisting of cash in the same amount. On December 31, 2019,2020, we had total assets of $18,278$81,070 consisting of cash in the same amount. We had total current liabilities of $418,996$508,001 as of September 30, 2020March 31, 2021 consisting of $2,996 in account payable, $1,564 in accrued interest, $251,527$337,536 in accrued salaries and $165,905 in loans payable to shareholders. We had total current liabilities of $277,381$479,921 as of December 31, 20192020 consisting of $4,050$2,996 in accounts payable, $1,564 in accrued interest, $105,862$309,456 in accrued salaries and $165,905165,905 in loans from shareholders.shareholders payable.

We used $261,513$184,819 in our operating activities during the ninethree months ended September 30, 2020,March 31, 2021, which was due to a net loss of $415,582$216,990 offset by imputed interest of $12,454, an increase in accounts payable of $4,050$4,091 and an increase in accounts payable and accrued expenses of $145,665.$28,080.

We used $382,006$95,376 in our operating activities during the ninethree months ended September 30, 2019,March 31, 2020, which was due to a net loss of $456,945$156,887 offset by imputed interest of $2,853, an increase of $4,882 in prepaid expenses$4,136 and an increase of $67,204 in accounts payable and accrued expenses.expenses of $57,375.

We financed our negative cash flow from operations during the ninethree months ended September 30, 2020March 31, 2021 through proceeds from stock payablespayable of $447,600. $121,048. We had no financing activities during the three months ended March 31, 2021.

We financed our negative cash flow from operations during the ninethree months ended September 30, 2019March 31, 2020 through proceeds from stock payable of $28,169 from related party borrowings and cash on hand.$270,976. We had no financing activities during the three months ended March 31, 2020.

We had no investing activities during the ninethree months ended September 30, 2020March 31, 2021 and 2019.2020.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America with an auditor’s going concern opinion for the years 20192020 and 2018.2019. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated.

The Company has reported a net loss of $415,582$216,990 during the ninethree months ended September 30, 2020 and $436,812 for the year ended DecemberMarch 31, 20192021 and had accumulated deficits of $34,484,919 and $34,069,337$34,898,683 as of September 30, 2020 and DecemberMarch 31, 2019, respectively.2021.

The Company had no revenues from operations during the ninethree months ended September 30, 2020March 31, 2021 and 2019.2020. As of September 30, 2020,March 31, 2021, the Company had $204,365$19,428 cash on hand and had negative working capital of $214,631.$488,573.

We believe that our current cash on hand of $204,365$19,428 as of September 30, 2020,March 31, 2021, will not be sufficient to meet our operating requirements throughout the ensuing twelve-month period. We require additional financing at satisfactory terms and conditions, of which there can be no assurance, in order to satisfy our ongoing capital requirements for the next twelve months in order to execute our plan of operation as presently constituted.

We do not expect to generate cash flow from operations unless we receive FDA approval for our BST Device.

Our management believes that our operations will generate revenues in the US beginning of 2022. We expect that FDA approval for our BST Device will improve our ability to generate revenues from sales in other geographic areas. Our future ability to generate cash flows from operations will depend on the demand for our BST Device, as well as general economic, financial, competitive and other factors, many of which are beyond our control.

If and when we receive FDA approval of our BST Device, of which there can be no assurance, our business might not generate sufficient future cash flow in an amount sufficient to enable us to fund our liquidity needs, including working capital, capital expenditures, investments and other general corporate requirements.

Availability of Additional Capital

We have no commitments or arrangements, formal or otherwise, from any person or entity to provide us with any additional capital. The Company may be unable to implement its present plan of operation and this could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our future financing transactions may include the issuance of equity and/or debt securities. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected.effected. Further, if we issue additional equity or debt securities, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. We are not aware of any material trend, event or capital commitment, which would or could potentially adversely affect our liquidity. We do not have any arrangements with potential investors or lenders to provide us with any additional financing and there can be no assurance that any such additional financing will be available when required in order to proceed with the business plan.

Off-Balance Sheet Arrangements

As of March 31, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the period ended March 31, 2021, and are included elsewhere in this quarterly report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

None.

ITEM 4. CONTROLS AND PROCEDURES.PROCEDURES

Evaluation of disclosure controls and procedures.