☑☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____________~~__________ to ~~_____________~~_________

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

Indicate by ~~check mark~~checkmark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to ~~Rule~~rule 405 of Regulation S-T ~~(§ 232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☑ Yes ☒ No ☐ No

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

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐☒

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

As of November ~~13, 2017, we had 52,208,322~~12, 2021, there were 37,295,803 shares of common stock outstanding.

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” is of Sigyn Therapeutics, Inc.

In addition, unless the context otherwise requires and for the purposes of this report only:

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

~~REIGN SAPPHIRE CORPORATION~~

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~(UNAUDITED)~~

	2021			2020			2021			2020
	Nine Months Ended September 30,						Three Months Ended September 30,
	2021			2020			2021			2020

Net revenues	$	-		$	-		$	-		$	-

Gross Profit		-			-			-			-

Operating expenses:
Marketing expenses		-			505			-			400
Research and development		91,259			1,978			49,659			-
General and administrative		1,326,019			569,384			523,704			202,577
Total operating expenses		1,417,278			571,867			573,363			202,977
Loss from operations		(1,417,278	)		(571,867	)		(573,363	)		(202,977	)

Other expense:
Interest expense		29,095			-			29,095			-
Interest expense - debt discount		286,391			210,836			49,749			82,915
Interest expense - original issuance costs		44,683			24,865			13,697			10,098
Total other expense		360,169			235,701			92,541			93,013

Loss before income taxes		(1,777,447	)		(807,568	)		(665,904	)		(295,990	)
Income taxes		-			-			-			-

Net loss	$	(1,777,447	)	$	(807,568	)	$	(665,904	)	$	(295,990	)

Net loss per share, basic and diluted	$	(0.05	)	$	(1.62	)	$	(0.02	)	$	(0.59	)

Weighted average number of shares outstanding
Basic and diluted		36,138,191			500,000			36,721,651			500,000

For the Nine Months For the Nine Months For the Three Months For the Three Months
Ended September 30, Ended September 30, Ended September 30, Ended September 30,
2017 2016 2017 2016
Successor Predecessor Successor Predecessor

Net revenues $ 960,497 $ 1,437,330 $ 255,975 $ 342,164

Cost of Sales 372,670 661,586 98,465 164,979

Gross Profit 587,827 775,744 157,510 177,185

Operating expenses:
Advertising and marketing expenses 394,579 225,620 171,285 17,056
Stock based compensation - related party 619,156 — 211,505 —
General and administrative 1,110,740 867,964 354,933 236,639
Total operating expenses 2,124,475 1,093,584 737,723 253,695
Loss from operations (1,536,648 ) (317,840 ) (580,213 ) (76,510 )

Other (income) expense:
Change in fair value of warrant liabilities 226,893 — 366,505 —
Change in fair value of derivative liabilities 283,495 — 531,010 —
Extinguishment of debt 691,371 — — —
Other income — (2,375 ) — —
Interest expense 337,610 119,105 19,971 36,252
Total other expense, net 1,539,369 116,730 917,486 36,252

Loss before income taxes (3,076,017 ) (434,570 ) (1,497,699 ) (112,762 )
Income taxes — — — —

Net loss $ (3,076,017 ) $ (434,570 ) $ (1,497,699 ) $ (112,762 )

Net loss per share, basic and diluted $ (0.07 ) $ (0.04 ) $ (0.03 ) $ (0.01 )

Weighted average number of shares outstanding Basic and diluted 45,372,823 10,032,000 48,034,278 10,032,000

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

~~REIGN SAPPHIRE CORPORATION~~

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

	Shares		Amount		in Capital			Deficit			(Deficit)
	Common Stock				Additional Paid			Accumulated			Total Stockholders’ Equity
	Shares		Amount		in Capital			Deficit			(Deficit)
Balance as of December 31, 2019		500,000	$	50	$	590		$	(1,550	)	$	(910	)
Common stock issued to third party for services
Common stock issued to third party for services, shares
Warrants issued to third parties in conjunction with debt issuance
Original issue discount issued in conjunction with debt		-		-		172,266			-			172,266
Common stock issued for cash
Common stock issued for cash, shares
Common stock issued to third parties in conjunction with conversion of debt
Common stock issued to third parties in conjunction with conversion of debt, shares
Beneficial conversion feature in conjunction with debt issuance		-		-		129,938			-			129,938
Common stock issued in conjunction with cashless exercise of warrants
Common stock issued in conjunction with cashless exercise of warrants, shares
Net loss		-		-		-			(251,182	)		(251,182	)
Balance as of March 31, 2020		500,000	$	50	$	302,794		$	(252,732	)	$	50,112

Original issue discount issued in conjunction with debt		-		-		-			-			-
Beneficial conversion feature in conjunction with debt issuance		-		-		21,548			-			21,548
Net loss		-		-		-			(260,396	)		(260,396	)
Balance as of June 30, 2020		500,000	$	50	$	324,342		$	(513,128	)	$	(188,736	)

Beneficial conversion feature in conjunction with debt issuance		-		-		29,746			-			29,746
Net loss		-		-		-			(295,990	)		(295,990	)
Balance as of September 30, 2020		500,000	$	50	$	354,088		$	(809,118	)	$	(454,980	)

Balance as of December 31, 2020		35,201,513	$	3,520	$	1,356,799		$	(1,261,140	)	$	99,179
Common stock issued to third party for services		47,000		5		82,245			-			82,250
Warrants issued to third parties in conjunction with debt issuance		-		-		113,910			-			113,910
Beneficial conversion feature in conjunction with debt issuance		-		-		86,090			-			86,090
Common stock issued in conjunction with cashless exercise of warrants		57,147		6		(6	)		-			-
Net loss		-		-		-			(461,682	)		(461,682	)
Balance as of March 31, 2021		35,305,660	$	3,531	$	1,639,038		$	(1,722,822	)	$	(80,253	)

Common stock issued to third party for services		47,000		4		82,246			-			82,250
Warrants issued to third parties in conjunction with debt issuance		-		-		34,118			-			34,118
Beneficial conversion feature in conjunction with debt issuance		-		-		15,882			-			15,882
Common stock issued for cash		1,172,000		117		1,464,883			-			1,465,000
Common stock issued to third parties in conjunction with conversion of debt		157,143		16		109,984			-			110,000
Net loss		-		-		-			(649,861	)		(649,861	)
Balance as of June 30, 2021		36,681,803	$	3,669	$	3,346,151		$	(2,372,683	)	$	977,137

Common stock issued to third party for services		47,000		5		46,995			-			47,000
Net loss		-		-		-			(665,904	)		(665,904	)
Balance as of September 30, 2021		36,728,803	$	3,673	$	3,393,146		$	(3,038,587	)	$	358,232

See accompanying notes to unaudited condensed consolidated financial statements.

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(UNAUDITED)~~

	2021			2020
	For the Nine Months Ended September 30,
	2021			2020

Cash flows from operating activities:
Net loss	$	(1,777,447	)	$	(807,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,279			-
Amortization expense		15,305			600
Stock issued for services		211,500			-
Accretion of debt discount		286,391			210,836
Accretion of original issuance costs		44,683			24,875
Changes in operating assets and liabilities:
Prepaid expenses		-			-
Other current assets		(27,509	)		-
Other assets		(20,711	)		-
Accounts payable		16,869			180
Accrued payroll and payroll taxes		(15,273	)		22,021
Other current liabilities		43,692			-
Net cash used in operating activities		(1,221,221	)		(549,056	)

Cash flows from investing activities:
Purchase of property and equipment		(20,205	)		-
Website development costs		-			(10,799	)
Net cash used in investing activities		(20,205	)		(10,799	)

Cash flows from financing activities:
Proceeds from short-term convertible notes		250,000			925,000
Repayment of short-term convertible notes		(55,000	)		-
Common stock issued for cash		1,465,000			-
Net cash provided by financing activities		1,660,000			925,000

Net increase in cash		418,574			365,145

Cash at beginning of period		84,402			-
Cash at end of period	$	502,976		$	365,145

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Beneficial conversion feature in conjunction with debt issuance	$	101,972		$	-
Warrants issued to third parties in conjunction with debt issuance	$	148,028		$	223,560
Original issue discount issued in conjunction with debt	$	30,000		$	85,500
Common stock issued to third parties in conjunction with conversion of debt	$	110,000		$	-
Issuance of common stock in conjunction with cashless exercise of warrants	$	6		$	-

For the Nine Months For the Nine Months
Ended September 30, Ended September 30,
2017 2016
Successor Predecessor

Cash flows from operating activities:
Net loss $ (3,076,017 ) $ (434,570 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock based compensation issued to employees 5,760 —
Stock based compensation - related party 45,391
Preferred share issued to CEO - related party 270,000 —
Depreciation expense 10,266 5,912
Amortization expense 162,270 48,533
Accretion of debt discount 333,472 31,500
Change in derivative liabilities 283,495 —
Change in warrant liabilities 226,893 —
Loss on extinguishment of debt 691,371 —
Estimated fair market value of stock issued for services 338,422 —
Changes in operating assets and liabilities:
Accounts receivable (17,322 ) (36,850 )
Inventory (2,537 ) 1,173
Prepaid expenses 1,667 (3,908 )
Accounts payable 155,525 359,103
Due to related party 331,137 —
Accrued compensation - related party 195,000 —
Deferred revenue (37,486 ) (96,423 )
Estimated fair value of contingent payments, net (118,598 ) —
Other current liabilities 20,240 (9,721 )
Net cash used in operating activities (181,051 ) (135,251 )

Cash flows from investing activities:
Acquisition of intangible assets (67,388 ) (90,855 )
Purchases of computer equipment (940 ) (129 )
Net cash used in investing activities (68,328 ) (90,984 )

Cash flows from financing activities:
Proceeds from short-term notes, net of debt issuance costs 147,504 225,600
Repayments of short term notes (25,872 ) (126,315 )
Proceeds from short-term notes - related party — 82,553
Cash overdraft — 2,065
Net cash provided by financing activities 121,632 183,903

Net decrease in cash (127,747 ) (42,332 )

Cash at beginning of period 149,607 42,332
Cash at end of period $ 21,860 $ —

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ — $ 477
Income taxes $ — $ —

Non-cash investing and financing activities:
Common stock issued for payment of accounts payable $ 14,985 $ —
Common stock issued in conjunction with notes payable $ 105,000
Total debt discount at origination $ — $ 31,500

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

~~REIGN SAPPHIRE CORPORATION AND SUBSIDIARIES~~

SIGYN THERAPEUTICS, INC.

NOTES TO ~~THE~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (UNAUDITED)~~

NOTE 1 –ORGANIZATION AND PRINCIPAL ACTIVITIES

Corporate History and Background

~~On December 1, 2016, substantially all of the operating assets of Coordinates Collection,~~Sigyn Therapeutics, Inc. (“~~CCI” or “Coordinates Collection”) were acquired by Reign Sapphire Corporation (“RGNP”~~Sigyn” or the “Company”)~~. RGNP~~ was incorporated on October 29, 2019 in the State of Delaware. We are a development-stage therapeutic technology company that is headquartered in San Diego, California USA. Our primary focus is directed toward a significant unmet need in global health: the treatment of acute life-threatening inflammatory conditions that are precipitated by Cytokine Storm Syndrome (“The Cytokine Storm” or “Cytokine Release Syndrome”) and not addressed with approved drug therapies. Cytokine Storm Syndrome is a ~~Beverly Hills-based, direct-to-consumer, branded~~dysregulated immune response that can be induced by a wide range of infectious and ~~custom jewelry company. As part~~non-infectious conditions. A hallmark of the ~~Acquisition, we created a wholly owned subsidiary,~~Cytokine Storm is an over-production of inflammatory cytokines, which can destroy tissue, trigger multiple-organ failure and cause death.

On October 19, 2020, Reign ~~Brands, Inc. (“Reign Brands”), which is~~Resources Corporation, a Delaware corporation (the “Registrant”) completed a Share Exchange Agreement (the “Agreement”) with our organization (Sigyn Therapeutics) that resulted in the registrant acquiring 100% of our issued and shall act as the operating entity for the acquired CCI assets. The acquisition method of accounting was used to record assets acquired and liabilities assumed by Successor. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the Predecessor and Successor are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities. CCI’s fixed assets and identifiable intangible assets acquired were recorded based upon their estimated fair values as of the closing date of the Acquisition. The excess of purchase price over the value of the net assets acquired was recorded as goodwill.

~~Theaccompanying condensed consolidated financial statements have been presented on a comparative basis~~.~~For periods after the acquisition of theCoordinates Collection(since December 1, 2016), our financial results are referred to as “Successor” and its results of operations combines Reign Sapphire Corporation operations and theCoordinates Collection operations.For periods prior to the acquisition of theCoordinates Collection brand,our financial results are referred to as “Predecessor” and its operations includes only theCoordinates Collection operations.Where tables are presented, ablack line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods.~~

~~Predecessor~~

~~CCI, previously known as FD9 Group, Inc., markets and distributes classic custom jewelry through~~~~Le Bloc~~ ~~andcustom jewelry, inscribed with location coordinates commemorating life’s special moments through~~~~Coordinates Collection~~~~. CCI~~ ~~was organized as a Delaware corporation in 2013 and is currently based in Los Angeles, California.~~

~~On December 21, 2015, the shareholders of CCI approved~~an ~~amendment to the Articles of Incorporation to change the name to “Coordinates Collection Inc.”, increase the authorized number of~~outstanding shares of common stock ~~from 1,000,000 to 15,000,000, par value $0.0001, eliminate~~in exchange for 75% of the ~~authorized preferred stock, convert each outstanding share~~fully paid and nonassessable shares of the Registrant’s common stock ~~into 9.8 shares~~outstanding (the “Acquisition”). In conjunction with the transaction, the Registrant changed its name to Sigyn Therapeutics, Inc. pursuant to an amendment to its articles of ~~common stock, and convert each outstanding share of preferred stock into 1.16 shares of common stock. This transaction~~incorporation that was ~~accounted for as a stock split.~~

~~Successor~~

~~RGNPis a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company~~filed with 3 niche brands:Reign Sapphire: ethically produced, direct mine-to-consumer sapphire jewelry targetingmillennials,Coordinates Collection: custom jewelry, inscribed with location coordinates commemorating life’s special moments, andLe Bloc: classic customized jewelry.

~~ReignSapphireCorporation was established on December 15, 2014 in~~ the State of ~~Delaware~~Delaware. Subsequently, the Registrant’s trading symbol was changed to SIGY. The Acquisition was treated by the Company as a vertically integrated “mines-gate to retail” model for sapphires – rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. The Company acquired its Coordinates Collection and Le Bloc brands and the assets related to the production and sale of it on December 1, 2016.

The Company is focusing its marketing initiatives on: (1) Direct-to-Consumer (“D2C”) ecommerce marketing to attract customers to the reignsapphires.com website, (2) Business-to-Business (“B2B”) marketing and sales efforts, to establish distribution partners such as high-end fashion retailers, and eventually (3) building a strong retail presence to market the products directly to consumers on a retail level. The Company is initially focusing its marketing efforts in the U.S. with online, wholesale, and retail sales, and then the Company intends to expand its marketing efforts internationally.

The Company started as UWI Holdings Corporation (previously known as Australian Sapphire Corporation) (“UWI”) and was established on May 31, 2013 in the Province of New Brunswick, Canada. On December 31, 2014, UWI entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with Reign~~Sapphire~~Corporation, pursuant to which UWI transferred all of its net assets to Reign. The sole shareholder of UWI along with his spouse retained 100% ownership of Reign and were issued 27,845,000 of Reign common shares in exchange for the 16,000,250 outstanding shares of UWI. There was no significant tax consequence to this exchange. As a result, Reign is considered to be the continuation of the predecessor UWI. All historical financial information prior to the reorganization is that of UWI.

Prior to the reorganization, the Company was authorized to issue 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. On May 8, 2015, the Company’s Articles of incorporation were amended to increase the authorized common shares to 100,000,000 and preferred shares to 10,000,000. On December 22, 2015, the Company’s Articles of Incorporation were amended to increase the authorized number common shares to 150,000,000 with the authorized number of preferred shares remaining at 10,000,000.

On March 17, 2017, the shareholders of the Company approved an amendment to the Company’s Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. On May 23, 2017, the Company issued the share of Series A Preferred Stock to Joseph Segelman.

~~The Company has prepared its condensed consolidated financial statements~~reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, Sigyn is considered to have acquired the Registrant as the accounting acquirer because: (i) Sigyn stockholders own 75% of the combined company, on an as-converted basis, immediately following the Closing Date, (ii) Sigyn directors hold a majority of board seats in the combined company and (iii) Sigyn management held all key positions in the management of the combined company. Accordingly, Sigyn’s historical results of operations will replace the registrant’s historical results of operations for all periods prior to the Acquisition and, for all periods following the Acquisition, the results of operations of the combined company will be included in the Company’s financial statements. The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the Sigyn corporate entity (established on October 29, 2019) to become a wholly owned subsidiary of the Registrant. Among the conditions for closing the acquisition, the Registrant extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. As a result, the reported liabilities totaling $3,429,516 were converted into a total of 7,907,351 common shares. Additionally, assets held on the books of Reign Resources Corporation, such as Gem inventory, was kept in the Company and therefore recorded as assets on the Share Exchange date. The Registrant’s Board of Directors appointed James A. Joyce and Craig P. Roberts to serve as members of the Registrant’s Board of Directors upon closing of the Acquisition.

As of November 12, 2021, we have a total 37,295,803 shares issued and outstanding, of which 11,655,083 shares are held by non-affiliate shareholders.

About Sigyn Therapy

Sigyn Therapy is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum depletion of inflammatory targets from the bloodstream. Sigyn Therapy’s mechanism of action allows for it to be implemented on the established infrastructure of dialysis and CRRT machines that are already located in hospitals and clinics worldwide. Cytokine Storm Syndrome is a hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure such as Hepatic Encephalopathy, which is associated with elevated levels of toxins and inflammatory cytokines in the bloodstream.

Recent Developments

Since December 1, 2020, we have reported the results from a series of in vitro blood purification studies that have demonstrated the expansive capabilities of Sigyn Therapy to address pathogen sources of inflammation, deadly toxins and relevant inflammatory mediators.

Among the therapeutic targets validated were viral pathogens (including COVID-19), bacterial endotoxin, relevant inflammatory cytokines (Interleukin-1 beta, Interleukin-6 and Tumor Necrosis Factor alpha) and hepatic toxins (ammonia, bilirubin, and bile acid). We also completed a study that modeled our ability to capture CytoVesicles that transport inflammatory cargos throughout the bloodstream.

Contributing to these expansive capabilities is a formulation of adsorbent components that are incorporated within Sigyn Therapy. Our adsorbent formulation provides more than 170,000 square meters of surface area on which to adsorb and remove bloodstream targets. This equates to more than 40 acres of surface adsorption area in each adult version of Sigyn Therapy. To date, we have demonstrated that Sigyn Therapy can addresses inflammatory targets as well as pathogen sources of inflammation whose molecular size can exceed 100 nanometers in size.

On July 29, 2020, we disclosed the completion of our first-in-mammal pilot study that demonstrated the safe administration of Sigyn Therapy during six-hour treatment exposures. In coming months, we plan to continue our collection of animal safety data, which will be included in an Investigational Device Exemption (IDE) that we are drafting for submission to The United States Food and Drug Administration (FDA) to support the potential initiation of human clinical studies. However, there is no assurance that FDA will permit the initiation of our proposed human studies in the United States.

Since January 1, 2020, we have raised a total of $2,840,010 through the sale of Common Shares of $1,865,000 and convertible promissory debentures of $975, 010 in transactions exempt from registration under section 4(a)(2) of the Securities Act.

NOTE 2 – BASIS OF PRESENTATION

The included (a) condensed consolidated balance sheet as of December 31, 2016, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated financial statements as of September 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s December 31, 2016 and 2015 Form 10-K on May 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the condensed consolidated financial statements which substantially duplicate the disclosure contained in the financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2016 as filed on May 31, 2017, have been omitted.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.

The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of ~~approximately $9,206,000 and $6,130,000~~$3,039,000 at September 30, ~~2017 (Successor) and December 31, 2016 (Successor), respectively,~~2021, had a working capital ~~deficit~~ of ~~approximately $4,331,000 and $2,128,000~~$287,000 at September 30, ~~2017 (Successor)~~2021 and $76,000 at December 31, ~~2016 (Successor),~~2020, respectively, had a net loss of ~~approximately $1,498,000~~$666,000 and ~~$3,076,000, and $113,000 and $435,000~~$1,777,000 for the three and nine months ended September 30, ~~2017 (Successor) and September 30, 2016 (Predecessor), respectively,~~2021, and net cash used in operating activities of ~~approximately $174,000 and $135,000~~$1,221,000 for the nine months ended September 30, ~~2017 (Successor) and September 30, 2016 (Predecessor), respectively,~~2021, with ~~limited~~no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to expand ~~operations~~its research and ~~increase revenues,~~development activities, the Company’s cash position may not be ~~sufficient~~significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a ~~public~~private offering or ~~private offering.~~an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While ~~the Company~~management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that ~~effect.~~effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. Our current burn rate to maintain the minimal level of operations for us to be in a position to execute our business plan upon funding is anticipated to be no greater than $25,000 per month in cash. Joseph Segelman, our President and CEO, has agreed to underwrite these costs, if necessary, until we are then able to more fully execute our business plan. In addition, until we begin to more fully execute our business plan, we will continue to defer and accrue salaries and thus will not require cash to make payments under employment agreements.

The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the unaudited condensed consolidated financial statements.

~~Consolidation~~

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Reign Brands, Inc. All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in accordance with ~~GAAP~~accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the unaudited condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: realizability of inventory, ~~valuation, derivative liabilities, warrant liabilities,~~ common stock ~~and option~~ valuation, ~~valuation of acquired intangible assets,~~ and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Cash

The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 for all single accounts owned by the same person at the same bank. The Company has not experienced any cash losses.

Income Taxes

Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ~~Accounting Standards Codification (“ASC”)~~ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations.

ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the ~~implementation~~adoption of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits.

~~Comprehensive Income~~ Advertising and Marketing Costs

Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company reports comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 220 “Comprehensive Income,” which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements.

Total comprehensive income is defined as all changes in shareholders’ equity during a period, other than those resulting from investments by and distributions to shareholders (i.e., issuance of equity securities and dividends). Generally, for the Company, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. There are no items other than net loss affecting comprehensive losshad 0 advertising expenses for the three and nine months ended September 30, ~~2017 (Successor)~~2021, respectively, and ~~2016 (Predecessor), respectively.~~

~~Foreign Currency - Functional~~had $400 and ~~Presentation Currency~~

The functional currency represents the currency of the primary economic environment in which the entity operates. Management has determined the functional currency of the Company to be the USD, as sales prices and major costs of operating expenses are primarily influenced by fluctuations in the USD, and with its Chief Executive Officer and director (“CEO”), and employees of the Company headquartered and operating in the United States.

The results of transactions in foreign currency are remeasured into the functional currency at the average rate of exchange during the reporting period. The Company had no aggregate net foreign currency remeasurements included in general and administrative expenses in the accompanying consolidated statements of operations$505 for the three and nine months ended September 30, ~~2017 (Successor), and 2016 (Predecessor),~~2020, respectively.

Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the Company’s reporting currency of USD at the exchange rates prevailing at the balance sheet date. All translation adjustments resulting from the translation of the financial statements into the reporting currency at USD are dealt with as a separate component within shareholders’ equity. There were no translation adjustments for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor).

Inventories

~~Revenue Recognition~~

~~Revenues are recognized in accordance with FASB ASC Topic 605, “Revenue Recognition”, and~~In conjunction with the ~~guidelines~~October 19, 2020 Share Exchange Agreement, the Company kept the gem inventory of ~~the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.~~

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.

Revenue is recognized from product sales when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. Credit is granted generally for terms of 7 to 90 days, based on credit evaluations. Discounts and refunds are recorded as a reduction of revenue.

~~There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards.~~

~~Inventories~~

Reign ~~Sapphire~~

Resources Corporation. Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of September 30, ~~2017 (Successor)~~2021 and December 31, ~~2016 (Successor),~~2020, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and ~~loose sapphire jewels~~jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of September 30, ~~2017.~~2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over ~~time and are not subject to fashion trends.~~time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of September 30, ~~2017 (Successor).~~ 2021.

~~CCI and Le Bloc~~

CCI and Le Bloc products are outsourced to a third party for manufacture, made to order, and when completed are shipped to the customer. The inventory for CCI and Le Bloc are considered immaterial as of September 30, 2017 (Successor) and December 31, 2016 (Successor).

Property and Equipment

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five ~~years.~~years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. ~~Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.~~

~~Business Combinations~~

Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Intangible Assets ~~and Goodwill~~

~~Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business.~~

Intangible assets consist primarily of ~~tradenames, proprietary designs, developed technology –~~ website ~~and developed technology – Ipad application.~~development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years.

Assignment of Patent

On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to ~~ten years.~~ the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood in exchange for founder’s shares.

Impairment of Long-lived Assets ~~and Goodwill~~

We evaluate goodwill for impairment annually as of December 31st, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. There are no impairments as of September 30, 2017 (Successor) and December 31, 2016 (Successor).

We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. ~~There are no impairments as of September 30, 2017 (Successor) and December 31, 2016 (Successor).~~

Our impairment ~~analyses require~~analysis requires management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent ~~third party~~third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.

~~Deferred revenue~~

~~Deferred revenue consists~~ As of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met.

~~Deferred Revenue (Predecessor)~~

~~In March 2016, CCI entered into an agreement with Knight Capital LLC (“Knight”) whereby in exchange for $147,500, CCI agreed to sell Knight $199,125 of its future sales.~~

~~CCI accounted for the sale of future receivables in accordance with ASC 470, “Debt”, as deferred revenue on the date of the agreement. For the three and nine months ended~~ September 30, ~~2016 (Predecessor), CCI repaid approximately $23,000~~2021 and ~~$100,000, respectively, to Knight.~~ December 31, 2020, the Company had 0t experienced impairment losses on its long-lived assets.

~~Advertising and Marketing Expenses~~

Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was approximately $171,300 and $394,600, and $17,100 and $225,600, for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor), respectively.

Fair Value of Financial Instruments

The ~~Company applies the~~ provisions of accounting guidance, FASB Topic ASC 825 ~~that~~ requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, ~~2017 (Successor)~~2021 and December 31, ~~2016 (Successor),~~2020, the fair value of cash, accounts ~~receivable, accounts~~ payable, ~~and~~ accrued expenses, and notes payable ~~and convertible debt~~ approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

	●
	●	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●
	●	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities

The carrying value of financial assets and liabilities recorded at fair value isare measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. ~~The Company had~~There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. ~~The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at September 30, 2017 (Successor) and are Level 3 measurements.~~ There have been no transfers between levels.

~~Debt~~

Basic and diluted earnings per share

~~The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes.~~

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

~~Debt~~

There were 0 potential dilutive securities outstanding for the three and nine months ended September 30, 2021 and 2020.

Stock Based Compensation

In accordance with ~~warrants~~ASC No. 718, Compensation – ~~When~~Stock Compensation (“ASC 718”), we measure the ~~Company issues debt with warrants,~~compensation costs of share-based compensation arrangements based on the ~~Company treats~~grant-date fair value and recognize the ~~warrants as a debt discount, record as a contra-liability against~~costs in the ~~debt, and amortize the balance~~financial statements over the ~~life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. When the warrants require equity treatment under ASC 815, the offset~~period during which employees are required to ~~the contra-liability is recorded as additional paid in capital in our consolidated balance sheet. When the Company issues debt with warrants that require liability treatment under ASC 815,~~provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, as a clause requiring repricing, the warrants are considered to be a derivative that is recorded as a liability at fair value. If the initial value of the warrant derivative liability is higher than the fair value of the associated debt, the excess is recognized immediately as interest expense. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as expense or gain to Other (income) expense in the consolidated Statements of Operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statement of operations. The debt is treated as conventional debt.

~~Convertible debt – derivative treatment~~ – When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt.

~~Convertible debt – beneficial conversion feature~~ – If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the consolidated balance sheet. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the statement of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated Statement of Operations.

~~If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.~~

~~Employee Stock Based Compensation~~

~~Stock based~~ compensation ~~issued to employees and members of our board of directors~~cost is measured aton the date of grant ~~based on the estimated~~at their fair ~~value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense~~value. Such compensation amounts, if any, are amortized over the ~~requisite service period of the award on a straight-line basis.~~

~~For purposes of determining the variables used in the calculation of stock based compensation issued to employees~~,~~the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term~~respective vesting periods of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated Statements of Operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our consolidated financial statements. grant. We apply this statement prospectively.

Non-Employee Stock Based Compensation

~~Issuances~~In accordance with ASC 505, Equity Based Payments to Non-Employees, issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

~~Non-Cash Equity Transactions~~

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

~~Earnings per Share~~

Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor), was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect.

~~Related Parties~~

~~Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.~~

Concentrations, Risks, and Uncertainties

Business Risk

~~The Company is subject to the substantial~~Substantial business risks and uncertainties are inherent to ~~such~~ an entity, including the potential risk of business failure.

The Company is headquartered and operates in the United States. To date, the Company has generated ~~limited~~no revenues from operations. There can be no assurance that the Company will be able to ~~successfully continue to manufacture its products~~raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. ~~These~~Currently, these contingencies include general economic conditions, price of ~~raw material,~~components, competition, and governmental and political conditions, and changes in regulations. Because the Company is dependent on foreign trade in Australia and Asia, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. conditions.

The Company has business activities in Australia and Asia, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between USD and the Australian currency AUD. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Aggregate net foreign currency transactions included in the consolidated Statements of Operations was immaterial for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor). As the Company generates significant revenues from operations, business activities will also include Australia and Asia and geographic segment reporting will be provided.

Interest rate risk

Financial assets and liabilities do not have material interest rate risk.

Credit risk

The Company is exposed to credit risk from its cash in ~~bank and accounts receivable.~~banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions.

Seasonality

The business is not subject to substantial seasonal fluctuations.

Major Suppliers

Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace.

Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and had ~~one customer~~an immaterial impact from this standard.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that ~~accounted~~is a service contract with the requirements for ~~10%~~capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company adopted the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and had an immaterial impact from this standard.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740, Income Taxes, ~~comprising 10%~~while also clarifying and ~~14%, or more~~amending existing guidance, including interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 in the first quarter of ~~total revenue~~fiscal 2021, coinciding with the standard’s effective date, and had an immaterial impact from this standard.

Other recently issued accounting updates are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

SCHEDULE OF PROPERTY AND EQUIPMENT

	Estimated Life	September 30, 2021			December 31, 2020

Office equipment	5 years	$	22,279		$	2,074
Accumulated depreciation			(1,625	)		(346	)
		$	20,654		$	1,728

Depreciation expense was $432 and $1,279 and $0 and $0 for the three and nine months ended September 30, ~~2017 (Successor), respectively, had one customer that accounted for 10%, comprising 15%, or more of total revenue for the nine months ended September 30, 2016 (Predecessor)~~2021 and no customers that accounted for 10% or more of total revenue for the three months ended September 30, 2016 (Predecessor). The Company had four customers that accounted for 10%, comprising a total of 79%, or more of accounts receivable at September 30, 2017 (Successor), respectively, and no customers that accounted for 10% or more of accounts receivable at December 31, 2016 (Successor).

~~Foreign currency risk~~

~~The Company has an insignificant amount of transactions settled in AUD. Thus, the Company has foreign currency risk exposure.~~

~~Seasonality~~

~~The business is subject to substantial seasonal fluctuations. Historically, a significant portion of net sales and net earnings have been realized during the period from October through December.~~

~~Major Suppliers~~

The Company does not manufacture its own products and currently depends primarily upon ASK Gold to manufacture its products. Pursuant to the acquisition of CCI, the Company issued ASK Gold 1,000,000 shares of the 7,000,000 shares issued in connection to the transaction.

In the event that the manufacturing provided by ASK Gold were discontinued, it is believed that alternate suppliers could be identified which would be able to provide it with sufficient levels of products at terms similar to those of ASK Gold.

~~Recent Accounting Pronouncements~~

~~FASB ASU 2017-11 “~~~~Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815)~~” - In July 2017, the FASB issued 2017-11. The guidance eliminates the requirement to consider “down round” features when determining whether certain equity-linked financial instruments or embedded features are indexed to an entity’s own stock. Our warrants issued with our convertible notes are treated as derivative instruments, because they include a “down round” feature. The ASU is effective for annual periods beginning after December 15, 2018, and for interim periods within those years, with early adoption permitted. Early adoption of this guidance could have a significant impact on our financial statements, as it would effectively eliminate the warrant derivative liability and the gain or loss from changes in the fair value of the warrant derivative liability. We are currently assessing whether to early adopt this standard.

~~FASB ASU 2017-09 “~~~~Scope of Modification Accounting (Topic 718)~~” - In May 2017, the FASB issued 2017-09. The guidance clarifies the accounting for when the terms of a share-based award are modified. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years, with early adoption permitted. This new guidance would only impact our financial statements if, in the future, we modified the terms of any of our share-based awards.

~~FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)”~~ – In January 2017, the FASB issued 2017-04. The guidance removes “Step Two” of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual reporting periods beginning after December 15, 2019, and for interim periods within those years, with early adoption permitted. We do not expect this ASU to have a significant impact on our consolidated financial statements and related disclosures.

~~FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)”~~ – In January 2017, the FASB issued 2017-1. The new guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years. Adoption of this ASU is not expected to have a significant impact on our consolidated results of operations, cash flows and financial position.

~~FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” –~~In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Adoption of this ASU will not have a significant impact on our statement of cash flows.

~~FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)”~~ – In May 2016, the FASB issued 2016-12. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

~~FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)”~~ – In May 2016, the FASB issued 2016-11, which clarifies guidance on assessing whether an entity is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

~~FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)”~~ – In April 2016, the FASB issued ASU 2016-10, clarify identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

~~FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)”~~ – In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting for share-based payments. The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. It also will allow entities to make a policy election to account for forfeitures as they occur. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We do not expect this standard will have a significant impact on our consolidated financial statements and related disclosures.

~~FASB ASU 2016-02 “Leases (Topic 842)” –~~In February 2016, the FASB issued ASU 2016-02, which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 18, 2018, including interim periods within those fiscal years. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures.

~~FASB ASU 2015-17~~~~“Income Taxes (Topic 740)”~~ – In November 2015, the FASB issued ASU 2015-17, which simplifies the presentation of deferred tax assets and liabilities on the balance sheet. Previous GAAP required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts on the balance sheet. The amendment requires that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. We are currently evaluating the potential impact this standard will have on our consolidated financial statements and related disclosures.

~~FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16~~ - In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for interim and annual reporting period beginning after December 15, 2016, including interim periods within those fiscal years, with the option to early adopt for financial statements that have not been issued. Adoption of this ASU did not have a significant impact on our financial position, results of operations and cash flows.

~~FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11~~ - In July 2015, the FASB issued ASU 2015-11, which requires an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments apply to inventory that is measured using first-in, first-out (FIFO) or average cost. This ASU is effective for interim and annual reporting periods beginning after December 15, 2016, with the option to early adopt as of the beginning of an annual or interim period. Adoption of this ASU did not have a significant impact on our financial position, results of operations and cash flows.

~~NOTE 4 – INVENTORY~~

~~Inventories consisted of the following as of:~~

September 30, 2017 December 31, 2016
Successor Successor

Raw materials $ 474,983 $ 478,096
Work-in-process 117,011 111,361
Samples 134,145 134,145
$ 726,139 $ 723,602

~~NOTE 5 –Equipment~~

~~Equipment consisted of the following as of:~~

September 30, 2017 December 31, 2016
Estimated Life Successor Successor

Office equipment 5 years $ 3,391 $ 2,451
Computer equipment 3 years 39,311 39,311
Accumulated depreciation (13,978) (3,712)
$ 28,724 $ 38,050

~~Depreciation expense was $3,445 and $10,266, and $1,754 and $5,912, for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor),~~2020, respectively, and is classified in general and administrative expenses in the condensed consolidated Statements of Operations.

NOTE 65 –INTANGIBLE ASSETS

Intangible assets ~~consisted~~consisted of the following as of:

SCHEDULE OF INTANGIBLE ASSETS

	Estimated life	September 30, 2021			December 31, 2020
Trademarks	3 years	$	22,061		$	22,061
Website	3 years		10,799			10,799
Accumulated amortization			(26,260	)		(10,955	)
		$	6,600		$	21,905

As of September 30, 2021, estimated future amortization expenses related to intangible assets were as follows:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS

	Intangible Assets
2021 (remaining 3 months)	$	900
2022		3,600
2023		2,100
Total	$	6,600

September 30, 2017 December 31, 2016
Estimated Life Successor Successor

Trademarks 3.3 – 4.5 years $ 260,000 $ 260,000
Website 3 years 102,513 35,125
Acquired tradename 10 years 365,000 365,000
Acquired proprietary design 5 years 80,000 80,000
Acquired developed technology - website 3 years 117,500 117,500
Acquired developed technology – Ipad application 3 years 117,500 117,500
Goodwill indefinite 481,947 481,947
Accumulated amortization (190,136 ) (27,866 )
$ 1,334,324 $ 1,429,206

~~Amortization~~The Company had amortization expense ~~was $55,284~~of $900 and ~~$162,270,~~$15,305 and ~~$17,569~~$360 and ~~$48,533,~~$600 for the three and nine months ended September 30, ~~2017 (Successor)~~2021 and ~~2016 (Predecessor), respectively,~~2020, respectively.

On January 8, 2020, James Joyce, the Company’s CEO and ~~is classified in general and administrative expenses in~~Craig Roberts, the ~~consolidated Statements of Operations.~~

~~NOTE 7 –DUE TO RELATED PARTY~~

~~Successor~~

~~During the nine months ended September 30, 2017,~~Company’s CTO, assigned to the Company ~~received no advances from its CEO/director, incurred business expenses that were paid by~~ the CEO/director of $962,172 (comprised of operating expenses of $946,669, inventory purchases totaling $5,650, website development costs of $8,913, and purchased equipment of $940) and had repayments of $631,035. The Company has a balance owedrights to patent 62/881,740 pertaining to the ~~related party~~devices, systems and methods for the broad-spectrum reduction of ~~$771,884 at September 30, 2017 (Successor). During~~pro-inflammatory cytokines in blood in exchange for founder’s shares.

NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES

Convertible notes payable consisted of the ~~three and nine months ended September 30, 2017 (Successor),~~following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2021			December 31, 2020

*February 10, 2021 ($110,000)* – 0% interest per annum outstanding principal and interest due February 10, 2022	$	110,000		$	-
*January 28, 2020 ($385,000)* – 8% interest per annum outstanding principal and interest due October 20, 2021		385,000			385,000
*June 23, 2020 ($55,000)* – 0% interest per annum outstanding principal and interest due October 20, 2021		55,000			50,000
*September 17, 2020 ($181,500)* – 0% interest per annum outstanding principal and interest due October 20, 2021		181,500			181,500

Total convertible notes payable		731,500			616,500
Original issue discount		(4,984	)		(19,667	)
Debt discount		(41,773	)		(78,165	)

Total convertible notes payable	$	684,743		$	518,668

Principal payments on convertible promissory debentures are due as follows:

SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES

Year ending December 31,
2021 (remaining 3 months)	$	609,827
2022		74,916
Total	$	684,743

Current Noteholders

Osher – $110,000

On February 10, 2021, the Company incurred $45,000 and $135,000, respectively, of deferred compensation related to the CEO/director’s employment agreement and $20,000 and $60,000, respectively, of deferred compensation related to the Secretary’s employment agreement. As of September 30, 2017 (Successor), accrued compensation-related party was $971,000.

~~Predecessor~~

CCI had no employment agreement with its CEO and director but CCI still incurred compensation on behalf of the CEO and director. CCI incurred compensation expense of $20,110 and $56,884 in the three and nine months ended September 30, 2016 (Predecessor), respectively. There were no amounts due to the CEO and director for unpaid amounts related to business expenses paid by the CEO on behalf of CCI. During the three and nine months ended September 30, 2016 (Predecessor), the CEO and director received employee benefits totaling $15,490 and $34,329, respectively. In addition, the CEO/director incurred business expenses of $1,250 and $6,570 and had repayments for business expenses of $0 and $180 for the three and nine months ended September 30, 2016 (Predecessor), respectively.

~~NOTE 8 –CONVERTIBLE NOTE PAYABLE~~

~~November 2016 (Successor)~~

~~As of December 31, 2016, the Company previously~~ entered into ~~a Securities Purchase Agreement~~an Original Issue Discount Senior Convertible Debenture (the ~~“November 2016 Purchase Agreement”~~“Note”) with respect to the sale and issuance to ~~certain~~ institutional ~~investors Alpha~~investor Osher Capital ~~Anstalt and Brio Capital Master Fund Ltd. (collectively “November 2016 Purchasers”~~Partners LLC (“Osher”) of ~~up to~~ (i) ~~833,354 shares of the Company’s Common Stock (the “November 2016 Incentive Shares”); (ii) $287,502~~$110,000 aggregate principal amount of ~~Secured Convertible Notes (the “November 2016 Notes”)~~Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and ~~(iii)~~(ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of ~~3,593,775, as amended,~~157,143 shares of the Company’s Common Stock (the “November 2016 Warrants”). The November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants were issued on November 10, 2016 (the “November 2016 Original Issue Date”). November 2016 Purchasers received (i) November 2016 Incentive Shares at the rate of 2.8986 November 2016 Incentive Shares for each $1.00 of November 2016 Note principal issued to such November 2016 Purchaser; (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on May 30, 2017 to $0.08, with a per sharean exercise price ~~equal to $0.30, subject to adjustment.~~of $1.20 per share. The aggregate cash subscription amount received by the Company from ~~the purchasers~~Osher for the issuance of the ~~November 2016 Incentive Shares, November 2016 Notes~~Note and ~~November 2016~~ Warrants was ~~approximately $244,945 (the “Subscription Amount”)~~$100,000 which was issued at a ~~$42,557~~$10,000 original issue discount from the face value of the Note.

The November 2016 Notes mature on May 10, 2018, eighteen (18) months after the November 2016 Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the November 2016 Notes. At any time after the November 2016 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of our Common Stock. The initial conversion price for the principal ~~and interest~~ in connection with voluntary conversions by a holder of ~~a Note was $0.12~~the convertible notes is $0.70 per share, ~~as amended on May 30, 2017 to $0.08,~~ subject to adjustment as provided ~~therein. Each November 2016 Note, for example, is subject to adjustment upon certain events~~therein, such as stock splits and has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than the conversion price. Each November 2016 Note also contains certain negative covenants, including prohibitions on incurrence of indebtedness, liens, charter amendments,stock dividends ~~redemption. None of the holders of the November 2016 Note have the right~~.

On October 25, 2021, Osher elected to convert ~~any portion of their November 2016 Note if it (together with its affiliates) would beneficially own in excess of 9.99% of~~ the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The November 2016 Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading. If such an event of default occurs, the holders of the November 2016 Notes may be entitled to take various actions, which may include the acceleration of amounts due under the November 2016 Notes and accrual of interest as described above. The November 2016 Notes are collectively collateralized by substantially all of the Company’s assets and guarantees of payment of the November 2016 Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and President of the Company, and Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the November 2016 Notes, subject to the terms of such guaranty agreements.

~~The November 2016 Purchase Agreementis being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.The Companyis still accounting for the interest in accordance with GAAP.~~

As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2017, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement (the “Agreement”) with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~, the Company recognized $691,371 as an extinguishment of debt under Other (income) expense in the accompanying condensed consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor). The extinguishment of debt is comprised of changes in the fair value of warrant and derivative liabilities due to the amendment of the notes that were measured immediately prior to and subsequent to the amendment that resulted in extinguishment loss of $176,022 for the November 2016 Purchaser Warrants, $75,648 for the December 2015 Purchaser Warrants, $183,250 for the November 2016 Purchaser Conversion Shares, and $41,842 for the December 2015 Purchaser Conversion Shares, as well as $178,409 for the unamortized debt discount associated with the November 2016 Notes and $36,200 for the unamortized debt discount associated with the December 2015 Notes.

~~Optional Redemption~~

~~The November 2016 Notes provide that commencing six (6) months after the November 2016 Original Issue Date, the Company will have the option of prepaying the outstanding~~aggregate principal amount of the ~~November 2016 Notes (an “November 2016 Optional Redemption”)~~Note, $110,000, in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the November 2016into 157,143 common shares (see Note through the November 2016 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2016 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect. 12).

~~The Company evaluated the Optional Redemption in ASC 815, and concluded that the Optional Redemption meets the criteria in ASC 815, and therefore, is accounted for as a liability.~~

Osher – $385,000

As of September 30, 2017, the Optional Redemption was recorded as a derivative liability on the condensed consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the Optional Redemption liability will be re-measured and changes in the fair value will be recorded in the consolidated Statements of Operations. The Optional Redemption liability fair value was originally valued at $35,015 and was re-measured at fair value to be $47,250 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017, the Company recorded a loss on Optional Redemption valuation of $27,139 and $12,235, respectively.

September 30, December 31,
2017 2016

Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 52.5 % 55.0 %
Risk-free interest rate 1.26 % 1.47 %
Expected term of options (years) 0.6 1.5 - 5
Stock price $ 0.16 $ 0.11
Conversion price $ 0.08 $ 0.12

~~Purchaser Conversion~~

~~The November 2016 Purchaser has the right at any time after the November 2016 Original~~On January 28, 2020 (the “Original Issue ~~Date until the outstanding balance of the Note has been paid in full, to convert all or any part of the outstanding balance into shares (“November 2016 Purchaser Conversion Shares”~~Date”) of the Company’s common stock, of the portion of the outstanding balance being converted (the “November 2016 Conversion Amount”) divided by the November 2016 Purchaser Conversion Price of $0.08, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the November 2016 Note were convertible as of September 30, 2017, the November 2016 Note would have been convertible into 3,593,775 shares of our common stock.

The Company evaluated the note under the requirements of ASC 480 “Distinguishing Liabilities From Equity” and concluded that the Note does not fall within the scope of ASC 480. The Company next evaluated the November 2016 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the November 2016 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the November 2016 Purchaser Conversion Price as described above, the November 2016 Purchaser Conversion feature does not meet the definition of “indexed to” our stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the Purchaser Conversion feature meets all of the embedded derivative criteria in ASC 815, and therefore, the November 2016 Purchaser Conversion feature meets the definition of an embedded derivative that should be separated from the note and accounted for as a derivative liability.

The embedded derivative was recorded as a derivative liability on the consolidated Balance Sheet at its fair value of $32,016 at the date of issuance. At each subsequent reporting date, the fair value of the embedded derivative liability will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. At September 30, 2017 (Successor), the embedded derivative was re-measured at fair value that was determined to be $105,000. During the three and nine months ended September 30, 2017 (Successor), the Company ~~recorded a loss on embedded derivative re-valuation of $93,875 and $39,163, respectively.~~

~~The fair value of the embedded derivative liability is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo Method” modeling incorporating the following inputs:~~

~~November 2016 Purchaser Warrants~~

The November 2016 Purchaser Warrants allow the November 2016 Purchaser to purchase up to a number of shares of common stock equal to 100% of such purchaser’s Note principal amount divided by $0.08, as amended on May 30, 2017, with a per share exercise price equal to $0.30, subject to adjustment.

The term of the Purchaser Warrants is at any time on or after the six (6) month anniversary of the November 2016 Original Issue Date and on or prior to the five (5) year anniversary of the November 2016 Initial Trading Date of our common stock on a Trading Market.

The exercise price of the November 2016 Purchaser Warrants is $0.30 per share of our common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the November 2016 Purchaser Warrants.

~~The November 2016 Purchaser Warrants are exercisable by the November 2016 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise.~~

The Company evaluated the November 2016 Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the November 2016 Exercise Price and November 2016 Conversion Price in the event of subsequent November 2016 Dilutive Issuances, the November 2016 Purchaser Warrants are not indexed to our common stock, and the Company has determined that the November 2016 Purchaser Warrants meet the definition of a derivative under ASC 815. Accordingly, the November 2016 Purchaser Warrants were recorded as derivative liabilities in the consolidated Balance Sheet at their fair value of $108,597 at the date of issuance. At each subsequent reporting date, the fair value of the Purchaser Warrants will be remeasured and changes in the fair value will be reported in the consolidated Statements of Operations. At September 30, 2017, the warrant liability was re-measured at fair value that was determined to be $257,153. During the three and nine months ended September 30, 2017 (Successor), the Company recorded a loss on warrant re-valuation of $94,026 and $76,167, respectively.

The fair value of the November 2016 Purchaser Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs:

September 30,
2017 December 31,
2016

Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 52.5 % 55.0 %
Risk-free interest rate 1.77 % 1.93 %
Expected term of options (years) 0.3 1.5 - 5
Stock price $ 0.16 $ 0.11
Exercise price $ 0.30 $ 0.30

~~November 2016 Purchaser Common Stock~~

~~The November 2016 Purchasers were issued a total of 833,354 shares of the Company’s common stock, valued at $100,002 (based on the stock price on the date of issuance).~~

As of December 31, 2016, the total proceeds of $244,945 previously received by the Company for the November 2016 Note, November 2016 Purchaser Common Stock, and November 2016 Purchaser Warrants, was allocated first to the November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities at their initial fair values determined at the issuance date. Since the difference between the full fair value of November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities of $240,615 was less than the proceeds of $244,945, no additional amounts were recorded.

~~Debt Discount~~

The Company issued the November 2016 Notes with warrants and conversion features that require liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: $100,002 to the common shares issued; $108,567 to the warrants granted; $42,557 to the original issue discount; and $32,016 to the embedded derivative, resulting in a debt discount to such notes of $283,172. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations.

The Company recorded debt discount accretion of $31,636 and $78,312 to interest expense in the consolidated Statements of Operations during the three and nine months ended September 30, 2017 (Successor), respectively, and has an unamortized debt discount of $0 as of September 30, 2017 (Successor).

~~December 2015 (Successor)~~

~~As of December 31, 2016, the Company previously~~ entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to ~~certain~~ institutional ~~investors Alpha~~investor Osher Capital ~~Anstalt and Brio Capital Master Fund Ltd. (collectively “Purchasers”~~Partners LLC (“Osher”) of ~~up to~~ (i) ~~2,500,000 shares of the Company’s Common Stock (the “December 2015 Incentive Shares”); (ii) $862,500~~$385,000 aggregate principal amount of ~~Secured~~Original Issue Discount Senior Convertible ~~Notes (the “December 2015 Notes”)~~Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and ~~(iii) December 2015~~(ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of ~~10,781,250, as amended,~~80,209 shares of the Company’s Common Stock ~~(the “December 2015 Warrants”).~~at an exercise price of $7.00 per share. The ~~December 2015 Incentive Shares, December 2015 Notes~~aggregate cash subscription amount received by the Company from Osher for the issuance of the note and ~~December 2015 Warrants were~~warrants was $350,005 which was issued at a $34,995 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.094 per share, as amended on ~~December~~October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share.
	●	The parties amended the Note to provide for interest at 8% per annum.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares (see Note 12).

Osher – $50,000 (as amended on October 20, 2020 to $55,000)

On June 23, ~~2015~~2020 (the “Original Issue Date”)~~. December 2015 Purchasers received~~ , the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) December 2015 Incentive Shares at the rate of 2.8986 December 2015 Incentive Shares for each $1.00 of December 2015 Note principal issued to such December 2015 Purchaser; (ii) a December 2015 Note with a$50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each ~~$0.86956 for each $1.00~~$0.90909 paid by ~~each purchaser for such purchaser’s December 2015 Note;~~Osher and ~~(iii) December 2015~~(ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to ~~a number~~an aggregate of10,000 shares of the Company’s Common Stock ~~equal to 100%~~at an exercise price of ~~such purchaser’s December 2015~~$30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note ~~principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”),~~and Warrants was $50,005 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in ~~effect on~~connection with voluntary conversions by a holder of the ~~Initial Closing Date,~~convertible notes is $0.39 per share, as amended on ~~May~~October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Osher – $181,500

On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, ~~2017~~2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to ~~$0.08,~~purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $165,000 which was issued at a $16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Previous Noteholders

Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000)

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price ~~equal to $0.30, subject to adjustment.~~of $30.00 per share. The aggregate cash subscription amount received by the Company from the ~~purchasers~~previous noteholder for the issuance of the ~~December 2015 Incentive Shares, December 2015 Notes~~Note and ~~December 2015~~ Warrants was ~~approximately $724,500 (the “December 2015 Subscription Amount”)~~$50,000 which was issued at a ~~$138,000~~$0 original issue discount from the face value of the ~~December 2015~~ Note.

The December 2015 Notes mature on December 31, 2017, as amended on May 30, 2017, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the December 2015 Notes. At any time after the December 2015 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of the Company’s Common Stock. The initial conversion price for the principal ~~and interest~~ in connection with voluntary conversions by a holder of ~~a December 2015 Note was $0.12~~the convertible notes is $0.39 per share, as amended on ~~May 30, 2017 to $0.08,~~October 20, 2020, subject to adjustment as provided ~~therein. Each December 2015 Note, for example, is subject to adjustment upon certain events~~therein, such as stock splits and ~~has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than~~stock dividends.

The Company and the ~~conversion price. Each~~previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On December ~~2015 Note also contains certain negative covenants, including prohibitions on incurrence of indebtedness, liens, charter amendments, dividends, redemption. None~~2, 2020, the previous noteholder elected to convert the aggregate principal amount of the ~~holders~~Note, $55,000, into 141,020 common shares.

Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500)

On August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the ~~December 2015 Note have the right to convert any portion of their December 2015 Note if it (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of~~previous noteholder and (ii) five-year Common Stock ~~outstanding immediately after giving effect~~Purchase Warrants (“Warrants’) to ~~the exercise. The December 2015 Notes include customary events~~purchase up to an aggregate of ~~default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension~~5,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from ~~trading. If such an event of default occurs,~~ the ~~holders~~previous noteholder for the issuance of the ~~December 2015 Notes may be entitled to take various actions,~~Note and Warrants was $25,000 which ~~may include~~was issued at a $0 original issue discount from the acceleration of amounts due under the December 2015 Notes and accrual of interest as described above. The December 2015 Notes are collectively collateralized by substantially all of our assets and guarantees of paymentface value of the ~~December 2015 Notes have also been delivered~~Note. The conversion price for the principal in connection with voluntary conversions by ~~Joseph Segelman, the Chief Executive Officer and President~~a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and ~~Australian Sapphire Corporation (“ASC”), a shareholder~~the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the ~~Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under~~Note, $27,500, into 70,510 common shares.

On February 19, 2021, the ~~December 2015 Notes, subject to~~previous noteholder exercised the ~~terms of such guaranty agreements.~~

In addition, until one year after the initial trading date of a Registration Statement which registers all then outstanding or issuable underlying shares, the December 2015 Purchasers shall have the right to participate in an amount of subsequent financing equal to 100% of the December 2015 Purchase Agreement. As of December 31, 2016, this requirement was waivedwarrants pursuant to the ~~terms~~cashless exercise provision of the ~~Consent, Waiver and Modification Agreement with certain Purchasers~~warrant agreement into 57,147 common shares. The common shares have not been issued as of ~~Purchase Agreement dated December 23, 2015.~~ November 10, 2021.

~~The Purchase Agreementis being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.The Companyis still accounting for the interest in accordance with GAAP.~~

Previous Noteholder – $93,500

On ~~May 30, 2017,~~September 18, 2020 (the “Original Issue Date”), the Company entered into a ~~Second Consent, Waiver~~Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and ~~Modification~~issuance to a previous noteholder of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $85,000 which was issued at a $8,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares.

Previous Noteholder - $165,000

On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with ~~certain purchasers~~respect to the sale and issuance to a previous noteholder of (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $150,000 which was issued at a $15,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible ~~promissory~~ notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares.

Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000)

On September 28, 2020 (the ~~“Notes”~~“Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

●

The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note.

	●	The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares.

Previous Noteholder – $33,000

On September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $33,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $30,000 which was issued at a $3,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares.

Previous Noteholder – $110,000

On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to a previous noteholder of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

Previous Noteholder – $55,000

On May 4, 2021, the Company repaid the aggregate principal amount of a $55,000 convertible debenture that was entered into on April 7, 2021 with a previous noteholder. The note was a 10% Original Issue Discount Senior Convertible Debenture (the “Note”) which included a five-year Common Stock Purchase Warrant (“Warrants’) to purchase up to an aggregate of 71,429 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $5,000 original issue discount from the face value of the Note.

NOTE 7 – STOCKHOLDERS’ Equity

The Company issued 500,000 restricted common shares to founder’s, valued at $50 (based on the par value on the date of grant) in exchange for patient rights. The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933.

The Company has authorized 1,000,000,000 shares of par value $0.0001 common stock, of which 500,000 shares are outstanding at December 31, 2020.

On January 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On February 19, 2021, a previous noteholder exercised warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021 (see Note 6).

On April 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

In April 2021, the Company initiated a private placement of up to $1.5 million of the Company’s restricted common shares. The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the qualified investors received a five-year warrant to purchase one share of common stock at $1.75 per share. On May 10, 2021, the Company closed the offering to investors and subsequently disclosed that it had entered into securities purchase agreements ~~dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained~~with accredited investors that resulted in the ~~Agreement were related~~issuance of 1,172,000 shares of common stock and warrants to ~~a waiver~~purchase an aggregate of ~~the right to participate in additional offerings by the Company, allowing~~1,172,000 shares of the Company’s common stock ~~to be issued~~for total proceeds totaling $1,465,000. No commissions were paid in the offering. This issuance was pursuant to ~~a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price~~Section 4(a)(2) of the ~~Notes issued~~Securities Act of 1933, as amended, in a transaction exempt from registration.

On May 10, 2021, Brio Capital elected to convert the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~, the Company recognized $691,371 as an extinguishment of debt under Other (income) expense in the accompanying consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor). The extinguishment of debt is comprised of changes in the fair value of warrant and derivative liabilities due to the amendment of the notes that were measured immediately prior to and subsequent to the amendment that resulted in extinguishment loss of $176,022 for the November 2016 Purchaser Warrants, $75,648 for the December 2015 Purchaser Warrants, $183,250 for the November 2016 Purchaser Conversion Shares, and $41,842 for the December 2015 Purchaser Conversion Shares, as well as $178,409 for the unamortized debt discount associated with the November 2016 Notes and $36,200 for the unamortized debt discount associated with the December 2015 Notes.

~~December 2015 Optional Redemption~~

~~The December 2015 Notes provide that commencing six (6) months after the December 2015 Original Issue Date, the Company will have the option of prepaying the outstanding~~aggregate principal amount of ~~the December 2015 Notes (an “December 2015 Optional Redemption”), in whole or in part, by paying to the holders~~ a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the December 2015 Note through the December 2015 Redemption Payment Date and 2.8986$110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s Common Stock for each $1.00 of December 2015 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.

~~The Company evaluated the Optional Redemption in ASC 815, and concluded that the Optional Redemption meets the criteria in ASC 815, and therefore, is accounted for as a liability.~~

As of December 31, 2016, the Optional Redemption was recorded as a derivative liability on the consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the Optional Redemption liability will be re-measured and changes in the fair value will be recorded in the consolidated Statements of Operations. The Optional Redemption liability fair value was originally valued at $199,150 and was re-measured at fair value to be $160,000 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017 (Successor), the Company recorded a loss on Optional Redemption valuation of $89,996 and $62,652, respectively, in the change in fair value of derivative liabilities in the accompanying consolidated Statements of Operations.

September 30, 2017 December 31, 2016

Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 50.0 % 50.0 %
Risk-free interest rate 1.06 % 0.62 %
Expected term of options (years) 0.25 0.5
Stock price $ 0.16 $ 0.11
Conversion price $ 0.08 $ 0.12

~~December 2015 Purchaser Conversion~~

On July 14, 2021, the Company issued a total of the portion of the outstanding balance being converted (the “December 2015 Conversion Amount”) divided by the December 2015 Purchaser Conversion Price of $0.08, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of September 30, 2017, the December 2015 Note would have been convertible into 10,781,25047,000 shares of ~~our~~its restricted common ~~stock.~~

The Company evaluated the note under the requirements of ASC 480 “Distinguishing Liabilities From Equity” and concluded that the December 2015 Note does not fall within the scope of ASC 480. The Company next evaluated the December 2015 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the December 2015 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the December 2015 Purchaser Conversion Price as described above, the December 2015 Purchaser Conversion feature does not meet the definition of “indexed to” the Company’s stock and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the December 2015 Purchaser Conversion feature meets all of the embedded derivative criteria in ASC 815, and therefore, the December 2015 Purchaser Conversion feature meets the definition of an embedded derivative that should be separated from the note and accounted for as a derivative liability.

~~The embedded derivative was recorded as a derivative liability~~valued at $47,000 (based on the consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the embedded derivative liability will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. The original fair value of the derivative was $88,983 and at September 30, 2017 (Successor), the embedded derivative was re-measured at fair value that was determined to be $350,000. During the three and nine months ended September 30, 2017 (Successor), the Company recorded a loss on embedded derivative re-valuation of $320,000 and $134,430, respectively.

~~December 2015 Purchaser Warrants~~

The December 2015 Purchaser Warrants allow the December 2015 Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s Note principal amount divided by $0.08, as amended on May 30, 2017, with a per share exercisestock price ~~equal to $0.30, subject to adjustment.~~

The term of the December 2015 Purchaser Warrants is at any time on or after the six (6) month anniversary of the December 2015 Original Issue Date and on or prior to the five (5) year anniversary of the December 2015 Initial Trading Date of the Company’s common stock on ~~a Trading Market.~~

The exercise price of the December 2015 Purchaser Warrants is $0.30 per share of the Company’s common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the December 2015 Purchaser Warrants.

~~The December 2015 Purchaser Warrants are exercisable by the Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise.~~

The Company evaluated the Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the Exercise Price and Conversion Price in the event of subsequent Dilutive Issuances, the December 2015 Purchaser Warrants are not indexed to the Company’s common stock, and the Company determined that the December 2015 Purchaser Warrants meet the definition of a derivative under ASC 815.

At each subsequent reporting date, the fair value of the Purchaser Warrants will be remeasured and changes in the fair value will be reported in the consolidated Statements of Operations. The original fair value of the warrants were $439,107 and the remeasured fair value at September 30, 2017 was determined to be $694,706. During the three and nine months ended September 30, 2017 (Successor), the Company recorded a loss on warrant re-valuation of $272,479 and $150,726, respectively.

September 30, 2017 December 31, 2016

Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 50.0 % 50.0 %
Risk-free interest rate 1.65 % 1.70 %
Expected term of options (years) 0.25 0.5
Stock price $ 0.16 $ 0.11
Exercise price $ 0.30 $ 0.30

~~December 2015 Purchaser Common Stock~~

~~The December 2015 Purchasers were issued a total of 2,500,000 shares of the Company’s common stock, valued at $625,000 (based on the estimated fair value of the stock on~~ the date of ~~grant).~~

~~Debt Discount~~

~~The Company issued~~issuance) to a third party, for communications to the ~~December 2015 Notes with warrants that require liability treatment under ASC 815. As such, the proceeds~~financial industry. This issuance was pursuant to Section 4(a)(2) of the ~~notes were allocated, based on fair values,~~Securities Act of 1933, as ~~follows: original issue discount of $138,000, $625,000 to the common shares issued, $439,107 to the warrants granted, and $88,983 to the embedded derivative, resulting~~amended, in a debt discount to such notes of $862,500 with the remaining amount of approximately $429,000 expensed at inception of the note. The debt discount is accreted to interest expense over the term of the note. transaction exempt from registration.

The Company recorded debt discount accretion of $96,008 and $237,660 to interest expense in the consolidated Statements of Operations during the three and nine months ended September 30, 2017 (Successor), respectively and has no unamortized debt discount remaining as of September 30, 2017 (Successor).

~~Changes in the derivative and warrant liabilities were as follows:~~

Derivative liabilities:
December 31, 2016 $ 153,663
Increase in fair value 248,480
Change due to extinguishment of debt 225,092
Valuation of November 2016 Optional Redemption shares 35,015
September 30, 2017 $ 662,250

Warrant liabilities:
December 31, 2016 $ 473,296
Increase in fair value 226,893
Change due to extinguishment of debt 251,670
September 30, 2017 $ 951,859

~~NOTE 9 –NOTES PAYBALE~~

~~Successor~~

~~On June 30, 2017, the Company entered into a Loan Agreement, a Secured Promissory Note (“Note”) and a personal guarantee with respect to the funding by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.~~of up to $1,125,000 in debt. The Company, until December 31, 2018, has the ability to request quarterly advances of up to the lesser of (i) $250,000 or (ii) one sixth (1/6) of the revenue reported in the Form 10-Q or 10-K for the previous calendar quarter or previous fiscal year, whichever is most recent, provided that such revenue generated a profit of at least 10 percent (10%). The investors may advance the funds in their absolute discretion. In June 2017, the Company was advanced $125,005. The Note shall become due and payable 18 months from each advance date. The Company must make payments to the investors in an amount of $350, including interest at 10% per annum, every business day from the date of the first advance, which shall be increased proportionately upon each advance. The Note is secured with the assets of the Company pursuant to a security agreement dated December 23, 2015. In addition, the Company’s CEO has personally guaranteed the Note. As additional consideration for the loan, the investors received 1,500,000 shares of restricted common stock, in aggregate, valued at $105,000~~(based on our stock price on the date of grant) along with $2,500 in cash for reimbursement of expenses incurred and recorded as debt issuance costs with a balance at September 30, 2017 of $87,500. The note payable balance net of debt discount at September 30, 2017 was $20,725.~~

~~The Agreementand Note are being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.The Companyis still accounting for the interest in accordance with GAAP.~~

The Company borrows funds from third parties from time to time for working capital purposes with an upfront fee of approximately $400, paying no interest, and with no length of repayment. For the nine months ended September 30, 2017 (Successor), the Company had borrowings of $22,500 and repayments of $9,093 for a balance of $13,407 at September 30, 2017. Repayments are based on 30% of amounts processed through PayPal until the balance is paid.

~~Predecessor~~

CCI borrows funds from third parties from time to time for working capital purposes. For the nine months ended September 30, 2016 (Predecessor), CCI had borrowings of $257,100 (including $31,500 of debt discount), repayments of $126,315, and accretion of debt discount of $31,500 for a balance of $171,680 at September 30, 2016.

CCI issued notes payable to Menno Holterman (“Holterman Notes”), a director of CCI. During the year ended December 31, 2015, CCI borrowed an additional $278,273 bearing no interest and had no repayments for a balance of $459,681 at December 31, 2015 (“2015 Note”). During the nine months ended September 30, ~~2016, CCI borrowed~~2021, the Company issued 1,313,000 shares common shares to third parties for services and cash and 157,143 common shares to third parties in conjunction with the conversion of convertible promissory debentures (see Note 6).

NOTE 8 – OPERATING LEASES

The Company adopted ASC 842 as of December 31, 2019. The Company has an ~~additional $82,553 (“2016 Note”) bearing no interest~~operating lease for the Company’s corporate office and ~~had no repayments (collectively, “2015~~ accounts for this lease in accordance with ASC 842. Adoption of the standard resulted in the initial recognition of operating lease ROU asset of $290,827and ~~2016 Notes”)~~operating lease liability of $290,827 as of June 15, 2021.

On May 27, 2021, the Company entered into a sixty-three month lease for ~~a balance of $542,234~~its corporate office at $5,955 per month commencing June 15, 2021 maturing September 30, ~~2016. For the 2015~~2026.

Operating lease right-of-use (“ROU”) assets and ~~2016 Notes, we imputed interest~~liabilities are recognized at commencement date based on the ~~principal amount~~present value of lease payments over the ~~borrowings at 10% per annum. The terms of the December 2014 Note call for interest only payments payable~~lease term. ROU assets represent our right to use an underlying asset for the ~~first three months~~lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the ~~December 2014 Note~~Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and ~~beginning April 2015, payment~~excludes lease incentives. Our variable lease payments primarily consist of ~~principal amortized~~maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the ~~remaining term~~lease term.

We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the ~~note plus interest.~~ lease term.

The ~~December 2014 Note~~components of lease expense and supplemental cash flow information related to leases for the period are as follows:

In accordance with ASC 842, the components of lease expense were as follows:

SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION

	Nine Months ended September 30,				Three Months ended September 30,
	2021		2020		2021		2020
Operating lease expense	$	24,094	$	-	$	18,070	$	-
Short term lease cost	$	-	$	-	$	-	$	-
Total lease expense	$	24,094	$	-	$	18,070	$	-

In accordance with ASC 842, other information related to leases was ~~due June 1, 2016. As CCI is in default, the Holterman Notes~~as follows:

Nine Months ended September 30,		2021			2020
Operating cash flows from operating leases	$	9,131		$	-
Cash paid for amounts included in the measurement of lease liabilities	$	9,131		$	-

Weighted-average remaining lease term—operating leases		4.92 years			-
Weighted-average discount rate—operating leases		10	%		-

In accordance with ASC 842, maturities of operating lease liabilities as of September 30, 2021 were ~~reclassed to short term notes payable – related party. CCI recognized interest expense of $12,573~~as follows:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Year ending:	Operating Lease
2021 (remaining three months)	$	11,911
2022		72,714
2023		74,895
2024		77,142
2025		79,456
Thereafter		54,225
Total undiscounted cash flows	$	370,342

Reconciliation of lease liabilities:
Weighted-average remaining lease terms		4.92 years
Weighted-average discount rate		10	%
Present values	$	291,331

Lease liabilities—current		38,524
Lease liabilities—long-term		252,807
Lease liabilities—total	$	291,331

Difference between undiscounted and discounted cash flows	$	79,011

Operating lease cost was $18,070 and ~~$35,813 under Other expense in the accompanying condensed consolidated Statements of Operations~~$24,094, and $0 and $0 for the three and nine months ended September 30, ~~2016 (Predecessor),~~2021 and 2020, respectively.

~~NOTE 10 –STOCK TRANSACTIONS~~

~~Successor~~

~~Preferred Stock~~

On March 17, 2017, the Company held an annual meeting of its shareholders. At the annual meeting, the majority shareholders of the Company approved an amendment to the articles of incorporation, authorizing one share of Series A Preferred stock, which would be issued to Joseph Segelman. The share of Series A Preferred stock shall vote together as a single class with the holders of the Company’s common stock, and the holders of any other class or series of shares entitled to vote with the common stock, with the holder of the Series A Preferred stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred stock then outstanding, and the holders of the common stock and any other shares entitled to vote shall be entitled to their proportional share of the remaining forty-nine percent (49%) of the total votes based on their respective voting power. The share of Series A Preferred stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary. The share of Series A Preferred stock shall not be eligible to receive dividends. The class of Series A Preferred stock shall be automatically cancelled ten (10) years after the initial issue date of such Series A Preferred stock.

On May 19, 2017, the Company received the file stamped certificate of amendment from the state of Delaware, which lists an effective date of March 20, 2017. On May 23, 2017, the Company issued the share of Series A Preferred stock to Joseph Segelman,~~valued at $270,000~~(based on the estimated fair value of the stock and control premium on the date of grant), which will allow Mr. Segelman to maintain fifty-one percent (51%) voting control of the Company regardless of how many shares of common stock are issued and outstanding. Therefore, the Company considers the Series A Preferred stock to be issued on May 23, 2017.

~~Common Stock~~

~~On June 30, 2017, the Company entered into an Agreement and Note by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.of up to $1,125,000 in debt. As additional consideration for the loan, the investors received 1,500,000 shares of restricted common stock, in aggregate, valued at $105,000(based on our stock price on the date of grant) (see Note 9)~~.

~~During the nine months ended September 30, 2017, the Company issued 4,551,756 restricted common shares for services of $298,005 (based on our stock price on the measurement date).~~

During the nine months ended September 30, 2017, the Company issued a total of 113,200 restricted common shares to its employees, valued at $5,760 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan.

On August 28, 2017, the Company issued 100,000 restricted common shares to an Advisor, valued at $5,000 (based on the estimated fair value of the stock on the measurement date) for outside advisory and consulting services pursuant to the Company’s 2015 Equity Incentive Plan (see Note 11).

~~On January 2, 2017, the Company issued 150,000 restricted common shares for payment of accounts payable of $14,985.~~

On December 1, 2016, we acquired substantially all of the operating assets of CCI. As part of the purchase price of the operating assets of CCI, we issued 7,000,000 shares of common stock (of which 1,000,000 shares were issued to ASK Gold, a major supplier) valued at $770,000 (based on our stock price on the date of issuance).

As of December 31, 2016, the Company issued a total of 400,000 restricted common shares to its Advisors, valued at $100,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to the Company’s 2015 Equity Incentive Plan (see Note 11).

As of December 31, 2016, the Company previously issued common shares pursuant to the terms of the Consent, Waiver and Modification Agreement (the “Agreement”) with certain Purchasers of Purchase Agreement dated December 23, 2015. The waivers contained in the Agreement were related to an increase in the shares issuable under the Company’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by the Company, and allowing up to 20,000,000 shares of the Company’s common stock to be issued pursuant to a private or public offering at a price of not less than $0.30 per share. As consideration for the terms contained in the Agreement, as well as for a fee of $0.0001 per share, the Company issued an aggregate of 1,000,000 shares to the Purchasers. The aggregate fair market value of these shares was approximately $200,000 as the fair market value of the stock was $0.20 per share. We used recent sales of stock to determine the fair market value of these transactions.

~~NOTE 11 –STOCK BASED COMPENSATION~~

~~2015 Equity Incentive Plan (Successor)~~

As of September 30, 2017, the board of directors and shareholders of the Company previously authorized the adoption and implementation of the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The principal purpose of the 2015 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. Under the 2015 Plan, an aggregate of 20,000,000 shares of the Company’s common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Company’s board of directors but shall not exceed a ten-year period.

As of September 30, 2017, the Company issued a total of 500,000 restricted common shares to members of its advisory committee (“Advisors”), valued at $105,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to the Company’s 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. The Company will revalue the shares at each vesting period and recognize expense for the portion of the shares earned. The Company recognized compensation expense of $9,167 and $40,417 under general and administrative expenses in the accompanying consolidated Statements of Operations for the three and nine months ended September 30, 2017 (Successor), respectively. As of September 30, 2017, the Advisors had vested in 500,000 shares.

As of September 30, 2017, the Company previously granted to its CEO, options to purchase 10,000,000 shares of our common stock under the 2015 Plan, valued at $2,500,000 (based on the Black Scholes valuation model on the date of grant). The Black-Scholes option-pricing model used the following weighted average assumptions as of December 31, 2016: (i) no dividend yield for each year, (ii) volatility of 35.6 percent, (iii) risk-free interest rate of 1.87 percent, (iv) stock price of $0.25, (v) exercise price of $0.005, and (vi) expected life of 6.0 years. The options will vest 50% on the first anniversary of the grant date (“First Year Vest”) and the remaining 50% of the shares shall vest in twelve (12) equal installments on the first day of each calendar month following the first anniversary of the grant date beginning on June 1, 2016 and ending on June 1, 2017 (“Second Year Vest”), provided that CEO is continuously employed by the Company from the grant date through such applicable vesting date. Notwithstanding the foregoing, 100% of the shares of the Company’s common stock subject to the option shall fully vest if the Company shall successfully sell all of the shares of its common stock included in the primary offering of such common stock by the Company pursuant to the registration statement on Form S-1 to be filed with the Securities and Exchange Commission within ninety (90) days of the grant date. The First Year Vest options will amortize to expense over a 12 month period beginning May 2015 through April 2016 and the Second Year Vest options will amortize to expense over a 24 month period beginning May 2015 through April 2017.

The Company recognized expense of $0 and $45,391 for the three and nine months ended September 30, 2017 (Successor), respectively within stock based compensation – related party in the accompanying consolidated Statements of Operations with no amounts remaining to be recognized.

~~The following represents a summary of the Options outstanding atSeptember 30, 2017and changes during the period then ended:~~

Options Weighted Average Exercise Price Aggregate Intrinsic Value *
Outstanding at December 31, 2016 10,000,000 $ 0.005 $ 1,100,000
Granted — — —
Exercised — — —
Expired/Forfeited — — —
Outstanding at September 30, 2017 10,000,000 $ 0.005 $ 1,600,000
Exercisable at September 30, 2017 10,000,000 $ — $ —

Expected to be vested 10,000,000 $ 0.005 $ —

* Based on the Company’s stock price on September 30, 2017 (Successor) and December 31, 2016 (Successor), respectively.

NOTE 129 –~~Related Party Transactions~~RELATED PARTY TRANSACTIONS

Other than as set forth below, and as disclosed in Notes 5, 7, ~~8, 9, 10,~~and 11, ~~and 14, the Company has~~there have not been any transaction entered into or been a participant ~~in any transaction~~ in which a related person had or will have a direct or indirect material interest.

~~Sublease~~

The Company’s customer service and distribution facility was subleased at $7,834 per month through CCI for a period of eighteen months. On March 1, 2017, the Company gave ninety day written notice to terminate the sublease with no costs to terminate the lease. Beginning June 1, 2017, the Company leases its customer service and distribution facility on a month-to-month basis for $4,000 per month from a third party.

Employment Agreements ~~(Successor)~~

The Company previously had a consulting agreement with its CEO under which he was compensated $120,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the CEOMr. Joyce receives ~~a minimum~~an annual base salary of ~~$180,000,~~$455,000, plus bonus compensation not to exceed 50% of salary. Mr. Joyce’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is ~~eligible~~terminated without cause or due to ~~receive an annual performance bonus each year, if performance goals established~~a change in control. Additionally, the Company has agreed to maintain a beneficial ownership target of 9% for Mr. Joyce. Mr. Joyce’s compensation was approved by the ~~Company’s board~~Reign Resources Corporation Board of ~~directors are met,~~Directors on October 6, 2020 and is entitled to participate in customary benefit plans. There have been no performance goals established. If the Company terminates the CEO’s employment without cause, he will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by CEO and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 200%was among conditions of the ~~base salary and (iii) continued participation, at the Company’s expense, in the Company’s health and welfare programs for a period of two years after the date of termination.~~Share Exchange Agreement that was completed with Sigyn Therapeutics on October 19, 2020. The Company incurred compensation expense of ~~$45,000~~$112,500 and ~~$135,000~~$337,500, and $91,800 and $195,260, and employee benefits of 10,104 and $19,000, and $5,106 and $15,318 for the three and nine months ended September 30, ~~2017 (Successor),~~2021 and 2020, respectively. Deferred compensation totaling $664,000 as of September 30, 2017 (Successor), is included in Accrued Compensation – related party in the accompanying consolidated Balance Sheet. Deferred compensation includes $450,000 related to the

Sigyn had no employment agreement ~~and $214,000 related to the consulting agreement. In addition, we~~with its Chief Technology Officer (“CTO”) but Sigyn still incurred ~~employee benefits~~compensation on behalf of the ~~CEO totaling approximately $3,531~~CTO. The Company incurred compensation expense of $60,000 and ~~$11,977~~$180,000, and $65,000 and $133,016, and employee benefits of $3,261 and $12,157, and $5,106 and $15,318, for the three and nine months ended September 30, ~~2017 (Successor),~~2021 and 2020, respectively. ~~Employee benefits include health~~

Bonus

On July 21, 2021, as a result of achieving certain milestones, the Board of Directors agreed to pay each of the Company’s CEO and ~~dental coverage, use of~~CTO a ~~car, car insurance, and a gym membership.~~

~~The Company previously had a consulting agreement with its secretary and director (“Secretary”) under which she was compensated $60,000 per annum. Beginning June 20, 2013, this contract was~~performance bonus equal to continue unless and until terminated at any time by either the Company or Secretary giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice5% of their ~~intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the Secretary receives a minimum~~ annual ~~base~~ salary of $80,000. If the Company terminates the Secretary’s employment without cause, she will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by Secretary and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 50% of the base salary and (iii) continued participation, at the Company’s expense, in the Company’s health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $20,000 and $60,000 for the three and nine months ended September 30, 2017 (Successor), respectively. Deferred compensation totaling $307,000 as of September 30, 2017 (Successor), is included in Accrued Compensation– related party in the accompanying consolidated Balance Sheet. Deferred compensation includes $193,333 related to the employment agreement and $113,667 related to the consulting agreement. In addition, we incurred employee benefits on behalf of the Secretary totaling approximately $1,798 and $5,378 for the three and nine months ended September 30, 2017 (Successor), respectively. Employee benefits include use of a car and car insurance.$34,750.

~~Consulting Agreement~~

On December 1, 2016, the Company entered into a consulting agreement with Owen deVries, CCI’s CEO and director. The agreement calls for Mr. deVries to develop strategic partnerships and international business on the Company’s behalf for initial monthly payments of $11,000. The agreement was amended in April 2017 to reduce the monthly payment to $4,000. The agreement may be terminated given 90 day written notice.

NOTE 1310 – EARNINGS PER SHARE

FASB ASC Topic 260,Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Basic and diluted earnings (loss) per share are the same since ~~the Company had~~ net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.

The following table sets forth the computation of basic and diluted net income per share:

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE

	Nine Months Ended September 30,						Three Months Ended September 30,
	2021			2020			2021			2020

Net loss attributable to the common stockholders	$	(1,777,447	)	$	(807,568	)	$	(665,904	)	$	(295,990	)

Basic weighted average outstanding shares of common stock		36,138,191			500,000			36,721,651			500,000
Dilutive effect of options and warrants		-			-			-			-
Diluted weighted average common stock and common stock equivalents		36,138,191			500,000			36,721,651			500,000

Loss per share:
Basic and diluted	$	(0.05	)	$	(1.62	)	$	(0.02	)	$	(0.59	)

For the Nine Months Ended September 30, 2017 For the Nine Months Ended September 30, 2016 For the Three Months Ended September 30, 2017 For the Three Months Ended September 30, 2016
Successor Predecessor Successor Predecessor

Net loss attributable to the common stockholders $ (3,076,017 ) $ (434,570 ) $ (1,497,699 ) $ (112,762 )

Basic weighted average outstanding shares of common stock 45,372,823 10,032,000 48,034,278 10,032,000
Dilutive effect of options and warrants — — — —
Diluted weighted average common stock and common stock equivalents 45,372,823 10,032,000 48,034,278 10,032,000

Loss per share:
Basic and diluted $ (0.07 ) $ (0.04 ) $ (0.03 ) $ (0.01 )

NOTE 1411 – COMMITMENTS AND CONTINGENCIES

~~Contingent Payments~~Legal

On December 1, 2016, we acquired substantially all of the operating assets of CCI. As part of the purchase price of the operating assets of CCI, there is a cash payment of $500,000 contingent upon a future offering and earn out payments for all sales of CCI and RGNP products sold via CCI sales channels for the 2017, 2018, 2019 and 2020 calendar years. The estimated fair value of the contingent payments totaled $424,511 and was recognized as a liability in the accompanying consolidated balance sheets as of December 31, 2016 (Successor). During the nine months ended September 30, 2017 (Successor), ASK Gold and CCI each earned $23,578 of earn out payments for a total of $47,156. In addition, the Company paid $95,020 in reimbursement expenses (“Reimbursement Expenses”) that were the responsibility of CCI and will be applied against current and future earn out payments to CCI. The Company applied $23,578 of earn out payments owed to CCI against the Reimbursement Expenses for a net balance of $71,442 owed by CCI to the Company as of September 30, 2017 that is recorded in estimated fair value of contingent payments, net in the accompanying consolidated balance sheets. As of September 30, 2017 (Successor), estimated fair value of contingent payments, net was $305,913.

~~Operating Leases~~

~~The Company has month-to month leases for its headquarters and its sales and marketing office. The total rent is approximately $3,200 per month.~~

The Company’s customer service and distribution facility is located at 1933 S. Broadway. Los Angeles, California. This facility was subleased at $7,834 per month through CCI for a period of eighteen months. On March 1, 2017, the Company gave ninety day written notice to terminate the sublease with no costs to terminate the lease. Beginning June 1, 2017, the Company leases its customer service and distribution facility on a month-to-month basis for $4,000 per month from a third party.

~~Rent expense was approximately $18,138 and $85,811, and $22,510 and $70,723, for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor), respectively.~~

~~Legal~~

From time to time, various lawsuits and legal proceedings may arise in the ordinary course of 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 any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

Media Advertising Agreement

On May 13, 2021, the Company mutually terminated the Media Relations Agreement (“Media Agreement”) with a third party for marketing and to promote brand awareness that was entered into on February 10, 2021. The Company agreed to pay $25,000 due in cash at the execution of the Media Agreement. No shares were issued in conjunction with the Media Agreement.

NOTE 1512 – SUBSEQUENT EVENTS

~~Successor~~Convertible Promissory Debenture

InOn October ~~2017,~~28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares.

On October 22, 2021, the Company ~~issued 2,175,012 restricted~~and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Common Stock

On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“Agreement”) with a third party. The Company agreed to pay $20,000 per month and issue 15,000 shares of the Company’s common ~~shares for services of $433,754 (based on our~~ stock ~~price~~ on the ~~measurement date).~~60^thday of the term of the Agreement. This issuance will be pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

InOn October ~~2017,~~20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On October 14, 2021, the Company issued a total of ~~62,000~~47,000 shares of its restricted common ~~shares to an employee,~~stock valued at ~~$11,160~~$37,600 (based on ~~our~~the stock price ~~on the measurement date) as compensation pursuant to the Company’s 2015 Equity Incentive Plan.~~

On December 23, 2015, the Company entered into a Purchase Agreement with respect to the sale and issuance to certain institutional investors (“Purchasers”) of convertible notes payable. The terms of the Purchase Agreement provided that until two years after the Initial Trading Day (as defined in the Purchase Agreement), but not later than three years after the Initial Closing Date (December 23, 2015), the Purchasers may require a closing for up to an additional Subscription Amount equal to the Subscription Amount paid on the Initial Closing Date on the same terms and conditions as the Initial Closing.

~~On November 10, 2017, pursuant to a partial exercise of the subsequent closing provision of the Purchase Agreement, the Company~~entered into a subsequent Securities Purchase Agreement with respect to the sale and issuance to certain institutional investors of (i) 833,354 shares of the Company’s common stock; (ii) $287,502 aggregate principal amount of secured convertible notes and (iii) common stock purchase warrants to purchase up to an aggregate of 3,593,775 shares of the Company’s common stock as defined in the Securities Purchase Agreement. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the incentive shares, notes and warrants was $250,005~~, which was issued at a $37,497 original issue discount from the face value of the note. The notes mature~~ on May 10, 2019, eighteen (18) months after the Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the notes.

~~There were no other events subsequent to September 30, 2017, and up to~~ the date of ~~this filing that would require disclosure.~~issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

~~ITEM~~Item 2. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~You should read~~Special Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of Sigyn Therapeutics, Inc. for the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this filing. This discussion and other parts of this filing containperiod ended September 30, 2021 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve ~~risk~~risks and ~~uncertainties,~~uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such ~~as statements~~expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of ~~our plans, objectives, expectations, intentions, and beliefs. Our~~expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results ~~may~~or events to differ materially from those ~~discussed~~anticipated and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

You should not rely on forward looking statements in this quarterly report. This quarterly report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements as a result of various factors, including those referred to under “Risk Factors” (in the Annual Report on Form 10-K for the year ended December 31, 2016 as filed on May 31, 2017) and in other parts of this filing, and youstatements. Prospective investors should not place undue ~~certain~~reliance on these forward-looking statements, which apply only as of the date of this ~~filing.~~quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements.

~~We are an emerging growth company as defined in Section 2(a) (19)~~Recent Developments

Common Stock

On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“Agreement”) with a third party. The Company agreed to pay $20,000 per month and issue 15,000 shares of the ~~Securities Act. Pursuant~~Company’s common stock on the 60^thday of the term of the Agreement. This issuance will be pursuant to Section ~~107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)~~4(a)(2)~~(B)~~ of the Securities Act ~~for complying with new or revised accounting standards, meaning that we can delay the adoption~~ of ~~certain accounting standards until those standards would otherwise apply~~1933, as amended, in a transaction exempt from registration.

On October 28, 2021, Osher elected to ~~private companies. We have chosen to take advantage~~convert $16,714 of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

~~OVERVIEW:~~

~~Successor and Predecessor Financial Presentation~~

~~On December 1, 2016, substantially all~~aggregate principal amount of the ~~operating assets~~Note of ~~Coordinates Collection, Inc. (“CCI”) were acquired byReign SapphireCorporation~~(“~~RGNP”~~ or$385,000, into 42,857 common shares.

On October 25, 2021, Osher elected to convert the ~~“Company”). RGNPis a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company.As part~~aggregate principal amount of the ~~Acquisition, we created~~Note, $110,000, into 157,143 common shares.

On October 20, 2021, the entered into a ~~wholly owned subsidiary, Reign Brands, Inc. (“Reign Brands”), which is a Delaware corporation, and shall act as~~securities purchase agreement with an accredited investor that resulted in the ~~operating entity for the acquired CCI assets. The acquisition method~~issuance of accounting was used to record assets acquired and liabilities assumed by Successor. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the Predecessor and Successor are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities. CCI’s fixed assets and identifiable intangible assets acquired were recorded based upon their estimated fair values as of the closing date of the Acquisition. The excess of purchase price over the value of the net assets acquired was recorded as goodwill.

~~Theaccompanying consolidated financial information and discussion have been presented on a comparative basis~~.~~For periods after the acquisition of theCoordinates Collection(since December 1, 2016), our financial results are referred to as “Successor” and its results of operations combines Reign Sapphire operations and theCoordinates Collection operations.For periods prior to the acquisition of theCoordinates Collection brand,our financial results are referred to as “Predecessor” and its operations includes only theCoordinates Collection operations.Where tables are presented, ablack line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods.~~

~~Historical Development~~

~~Predecessor~~

~~On December 21, 2015, the shareholders of CCI approved~~an amendment to the Articles of Incorporation to change the name of the Corporation to “Coordinates Collection Inc.”, increase the authorized number of shares of common stock from 1,000,000 to 15,000,000, par value $0.0001, eliminate the authorized preferred stock, convert each outstanding share of common stock of the Corporation into 9.8320,000 shares of common stock and ~~convert each outstanding~~warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of ~~preferred~~the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the ~~Corporation into 1.16~~Securities Act of 1933, as amended, in a transaction exempt from registration.

On October 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $37,600 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On July 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $47,000 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock. ~~This transaction was accounted~~

In April 2021, the Company initiated an offering of up to $1.5 million of the Company’s restricted common shares. The offering allowed for asqualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock ~~split. CCI has retroactively restated~~at $1.75 per ~~share~~share. On May 10, 2021, the Company closed the offering to investors and ~~the outstanding shares for weighted average shares used~~subsequently disclosed that it had entered into securities purchase agreements with accredited investors that resulted in the ~~basic and diluted earnings per share calculations for all periods presented, as a result~~issuance of ~~the reorganization.~~

~~Successor~~

~~RGNPis a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company with 3 niche brands:~~ ~~Reign Sapphire: ethically produced, direct mine-to-consumer sapphire jewelry targetingmillennials~~, ~~Coordinates Collection: custom jewelry, inscribed with location coordinates commemorating life’s special moments, and Le Bloc: classic customized jewelry.~~

Reign Sapphire Corporation was established on December 15, 2014 in the State of Delaware as a vertically integrated “mines-gate to retail” model for sapphires – rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. We acquired our Coordinates Collection and Le Bloc brands and the assets related to the production and sale of it on December 1, 2016.

~~The Company includes Reign Brands as a wholly owned subsidiary, formed under of laws of the State of Delaware.~~

We started as UWI Holdings Corporation (previously known as Australian Sapphire Corporation) (“UWI”) and was established on May 31, 2013 in the Province of New Brunswick, Canada. On December 31, 2014, UWI entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with Reign~~Sapphire~~Corporation, pursuant to which UWI transferred all of its net assets to Reign. The sole shareholder of UWI along with his spouse retained 100% ownership of Reign and were issued 27,845,000 of Reign common shares in exchange for the 16,000,250 outstanding shares of UWI. There was no significant tax consequence to this exchange. As a result, Reign is considered to be the continuation of the predecessor UWI. All historical financial information prior to the reorganization is that of UWI.

~~Prior to the reorganization, we were authorized to issue 50,000,000~~1,172,000 shares of common stock and ~~5,000,000~~warrants to purchase an aggregate of 1,172,000 shares of ~~preferred stock. On May 8, 2015, our Articles of incorporation~~the Company’s common stock for total proceeds totaling $1,465,000. No commissions were ~~amended~~paid in the offering. This issuance was pursuant to increase the authorized common shares to 100,000,000 and preferred shares to 10,000,000. On December 22, 2015, our Articles of Incorporation were amended to increase the authorized number common shares to 150,000,000 with the authorized number of preferred shares remaining at 10,000,000.

~~On March 17, 2017, our shareholders approved~~an amendment to our Articles of Incorporation to authorize a class of preferred stock, titled Series A Preferred Stock, which will consist of one share. The Series A Preferred Stock shall vote together as a single class with the holdersSection 4(a)(2) of the ~~Corporation’s~~Securities Act of 1933, as amended, in a transaction exempt from registration.

On April 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock ~~and~~valued at $82,250 (based on the ~~holders of any other class or series of shares entitled to vote with the common~~ stock ~~with the holder~~price of the Series A Preferred Stock being entitled to fifty-one (51%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders ofCompany’s common stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. The Series A Preferred Stock shall not have any right to receive any dividends, nor any distributions in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary. The share of Series A Preferred stock shall not be eligible to receive dividends. The class of Series A Preferred stock shall be automatically cancelled ten (10) years after the initial issue date of such Series A Preferred stock.

On May 19, 2017, we received the file stamped certificate of amendment from the state of Delaware, which lists an effective date of March 20, 2017. On May 23, 2017, we issued the share of Series A Preferred stock to Joseph Segelman,~~valued at $270,000(based on the estimated fair value of the stock and control premium~~ on the date of ~~grant), which will allow Mr. Segelman~~issuance) to ~~maintain fifty-one percent (51%) voting control~~a third party, for marketing and to promote brand awareness. This issuance was pursuant to Section 4(a)(2) of ~~us regardless~~the Securities Act of ~~how many~~1933, as amended, in a transaction exempt from registration.

On January 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock ~~are issued and outstanding. Therefore, we consider~~valued at $82,250 (based on the ~~Series A Preferred~~ stock ~~to be issued on May 23, 2017.~~

~~Recent Developments~~

~~Financing Transactions~~

~~Successor~~

~~Amendment and Restatement of Certificate of Incorporation~~

Our board of directors are authorized to provide for the issue of any and all of the unissued and undesignated shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter for each series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and qualifications, limitations, or restrictions thereof, as shall be stated an expressed in the resolution adopted by the board of directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law.

~~On March 17, 2017, the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to designate 1 share~~price of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. The Certificate of Amendment will be filed with the Delaware Secretary of State, and the Series A Preferred Stock will be issued to the Company’s CEO.

On May 19, 2017, the Company received the file stamped certificate of amendment from the state of Delaware, which lists an effective date of March 20, 2017. On May 23, 2017, the Company issued the share of Series A Preferredcommon stock ~~to Joseph Segelman,valued at $270,000(based on the estimated fair value of the stock and control premium~~ on the date of ~~grant), which will allow Mr. Segelman~~issuance) to ~~maintain fifty-one percent (51%) voting control~~a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the ~~Company regardless~~Securities Act of ~~how many shares of common stock are issued and outstanding. Therefore, the Company considers the Series A Preferred stock to be issued on May 23, 2017.~~1933, as amended, in a transaction exempt from registration.

~~Note Payable~~

~~On June 30, 2017, we entered into a Loan Agreement (“Agreement”), a Secured Promissory Note (“Note”) and a personal guarantee with respect to the funding by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.~~of up to $1,125,000 in debt. Until December 31, 2018, we have the ability to request quarterly advances of up to the lesser of (i) $250,000 or (ii) one sixth (1/6) of the revenue reported in the Form 10-Q or 10-K for the previous calendar quarter or previous fiscal year, whichever is most recent, provided that such revenue generated a profit of at least 10 percent (10%). The investors may advance the funds in their absolute discretion. In June 2017, we were advanced $125,005. The Note shall become due and payable 18 months from each advance date. We must make payments to the investors in an amount of $350, including interest at 10% per annum, every business day from the date of the first advance, which shall be increased proportionately upon each advance. The Note is secured with our assets pursuant to a security agreement dated December 23, 2015. In addition, our CEO has personally guaranteed the Note. As additional consideration for the loan, the investors received 1,500,000 shares of restricted common stock, in aggregate, valued at $105,000~~(based on our stock price on the date of grant) along with $2,500 in cash for reimbursement of expenses incurred and recorded as debt issuance costs with a balance at September 30, 2017 of $87,500. The note payable balance net of debt discount at September 30, 2017 was $20,725.~~

~~The Agreementand Note are being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.We arestill accounting for the interest in accordance with GAAP.~~

We borrow funds from third parties from time to time for working capital purposes with an upfront fee of approximately $400, paying no interest, and with no length of repayment. For the nine months ended September 30, 2017 (Successor), we had borrowings of $22,500 and repayments of $9,093 for a balance of $13,407 at September 30, 2017. Repayments are based on 30% of amounts processed through PayPal until the balance is paid.

~~Due to Related Party~~

During the nine months ended September 30, ~~2017 (Successor), we received no advances from our CEO/director, incurred business expenses that were paid by~~2021 and 2020, the ~~CEO/director~~Company issued 1,313,000 shares common shares to third parties for services and cash, 157,143 common shares to third parties in conjunction with the conversion of ~~$962,172 (comprised~~convertible promissory debentures, and 57,147 common shares to a third party with the exercise of ~~operating expenses of $946,669, inventory purchases totaling $5,650, website development costs of $8,913, and purchased equipment of $940) and had repayments of $631,035. We have a balance owed to~~warrants.

Convertible Notes Payable

Current Noteholders

Osher – $110,000

On February 10, 2021, the related party of $771,884 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017 (Successor), we incurred $45,000 and $135,000, respectively, of deferred compensation related to the CEO/director’s employment agreement and $20,000 and $60,000, respectively, of deferred compensation related to the Secretary’s employment agreement. As of September 30, 2017 (Successor), accrued compensation-related party was $971,000.

~~Securities Purchase Agreement~~

~~November 2017~~

WeCompany entered into ~~a Securities Purchase Agreement~~an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to ~~certain~~ institutional ~~investors Alpha and Brio~~investor Osher Capital Partners LLC (“Osher”) of ~~up to~~ (i) ~~833,354 shares of our common stock, (ii) $287,502~~$110,000 aggregate principal amount of ~~secured convertible notes~~Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and ~~(iii) common stock purchase warrants~~(ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of ~~3,593,775~~157,143 shares of ~~our common stock as defined in~~ the ~~Securities Purchase Agreement.~~Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by usthe Company from ~~the purchasers~~Osher for the issuance of the ~~incentive shares, notes~~Note and ~~warrants~~Warrants was ~~approximately $250,005,~~$100,000 which was issued at a ~~$37,497~~$10,000 original issue discount from the face value of the ~~note.~~ Note. The notes mature on May 10, 2019, eighteen (18) months after the Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the notes.

~~November 2016~~

As of December 31, 2016, we previously entered into a Securities Purchase Agreement (the “November 2016 Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha and Brio (collectively “November 2016 Purchasers”) of up to (i) 833,354 shares of our Common Stock (the “November 2016 Incentive Shares”); (ii) $287,502 aggregate principal amount of Secured Convertible Notes (the “November 2016 Notes”) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 3,593,775, as amended, shares of our Common Stock (the “November 2016 Warrants”). The November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants were issued on November 10, 2016 (the “November 2016 Original Issue Date”). November 2016 Purchasers received (i) November 2016 Incentive Shares at the rate of 2.8986 November 2016 Incentive Shares for each $1.00 of November 2016 Note principal issued to such November 2016 Purchaser; (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on May 30, 2017 to $0.08, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by us from the purchasers for the issuance of the November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants was approximately $244,945 (the “Subscription Amount”) which was issued at a $42,557 original issue discount from the face value of the Note.

The November 2016 Notes mature on May 10, 2018, eighteen (18) months after the November 2016 Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the November 2016 Notes. At any time after the November 2016 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of our Common Stock. The initial conversion price for the principal ~~and interest~~ in connection with voluntary conversions by a holder of ~~a Note was $0.12~~the convertible notes is $0.70 per share, ~~as amended on May 30, 2017 to $0.08,~~ subject to adjustment as provided ~~therein. Each November 2016 Note, for example, is subject to adjustment upon certain events~~therein, such as stock splits and ~~has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than~~stock dividends.

On October 25, 2021, Osher elected to convert the conversion price. The November 2016 Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of our Common Stock from trading. The November 2016 Notes are collectively collateralized by substantially all of our assets and guarantees of payment of the November 2016 Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and President of the Company, and Australian Sapphire Corporation (“ASC”), a stockholder of the Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the November 2016 Notes, subject to the terms of such guaranty agreements.

~~The November 2016 Purchase Agreement~~is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. We are still accounting for the interest in accordance with GAAP.

As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2017, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement (the “Agreement”) with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~, the Company recognized $691,371 as an extinguishment of debt under Other (income) expense in the accompanying consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor). The extinguishment of debt is comprised of changes in the fair value of warrant and derivative liabilities due to the amendment of the notes that were measured immediately prior to and subsequent to the amendment that resulted in extinguishment loss of $176,022 for the November 2016 Purchaser Warrants, $75,648 for the December 2015 Purchaser Warrants, $183,250 for the November 2016 Purchaser Conversion Shares, and $41,842 for the December 2015 Purchaser Conversion Shares, as well as $178,409 for the unamortized debt discount associated with the November 2016 Notes and $36,200 for the unamortized debt discount associated with the December 2015 Notes.

~~November 2016 Optional Redemption~~

~~The November 2016 Notes provide that commencing six (6) months after the November 2016 Original Issue Date, we will have the option of prepaying the outstanding~~aggregate principal amount of the ~~November 2016 Notes (an “November 2016 Optional Redemption”~~Note, $110,000, into 157,143 common shares.

Osher – $457,380

On January 28, 2020 (the “Original Issue Date”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the November 2016 Note through the November 2016 Redemption Payment Date and 2.8986 shares of our Common Stock for each $1.00 of November 2016 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.

~~The Company evaluated the Optional Redemption in ASC 815, and concluded that the Optional Redemption meets the criteria in ASC 815, and therefore, is accounted for as a liability.~~

As of September 30, 2017, the Optional Redemption was recorded as a derivative liability on the consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the Optional Redemption liability will be re-measured and changes in the fair value will be recorded in the consolidated Statements of Operations. The Optional Redemption liability fair value was originally valued at $35,015 and was re-measured at fair value to be $47,250 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017, the Company ~~recorded a loss on Optional Redemption valuation of $27,139 and $12,235, respectively.~~

~~November 2016 Purchaser Conversion~~

The November 2016 Purchaser has the right at any time after the November 2016 Original Issue Date until the outstanding balance of the Note has been paid in full, to convert all or any part of the outstanding balance into shares (“November 2016 Purchaser Conversion Shares”) of our common stock, of the portion of the outstanding balance being converted (the “November 2016 Conversion Amount”) divided by the November 2016 Purchaser Conversion Price of $0.08, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the November 2016 Notes were convertible as of September 30, 2017, the November 2016 Notes would have been convertible into 3,593,775 shares of our common stock.

~~November 2016 Purchaser Warrants~~

The exercise price of the November 2016 Purchaser Warrants is $0.30 per share of our common stock, as may be adjusted from time to time pursuant to the full ratchet antidilution provisions of the November 2016 Purchaser Warrants.

~~The November 2016 Purchaser Warrants are exercisable by the November 2016 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise.~~

~~November 2016 Purchaser Common Stock~~

~~The November 2016 Purchasers were issued a total of 833,354 shares of our common stock, valued at $100,002 (based on our stock price on the date of issuance).~~

As of December 31, 2016, the total proceeds of $244,945 previously received by us for the November 2016 Note, November 2016 Purchaser Common Stock, and November 2016 Purchaser Warrants, was allocated first to the November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities at their initial fair values determined at the issuance date. Since the difference between the full fair value of November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities of $240,615 was less than the proceeds of $244,945, no additional amounts were recorded.

~~December 2015~~

~~As of December 31, 2016, we previously~~ entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to ~~certain~~ institutional ~~investors Alpha and Brio (collectively “Purchasers”~~investor Osher Capital Partners LLC (“Osher”) of ~~up to~~ (i) ~~2,500,000 shares of our Common Stock (the “December 2015 Incentive Shares”); (ii) $862,500~~$385,000 aggregate principal amount of ~~Secured~~Original Issue Discount Senior Convertible ~~Notes (the “December 2015 Notes”)~~Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and ~~(iii) December 2015~~(ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of ~~10,781,250, as amended,~~80,209 shares of ~~our~~the Company’s Common Stock (the “December 2015 Warrants”). The December 2015 Incentive Shares, December 2015 Notes and December 2015 Warrants were issued on December 23, 2015 (the “Original Issue Date”). December 2015 Purchasers received (i) December 2015 Incentive Shares at the rate of 2.8986 December 2015 Incentive Shares for each $1.00 of December 2015 Note principal issued to such December 2015 Purchaser; (ii) a December 2015 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s December 2015 Note; and (iii) December 2015 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s December 2015 Note principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, as amended on May 30, 2017 to $0.08, with a per sharean exercise price ~~equal to $0.30, subject to adjustment.~~of $7.00 per share. The aggregate cash subscription amount received by usthe Company from ~~the purchasers~~Osher for the issuance of the ~~December 2015 Incentive Shares, December 2015 Notes~~note and ~~December 2015 Warrants~~warrants was ~~approximately $724,500 (the “December 2015 Subscription Amount”)~~$350,005 which was issued at a ~~$138,000~~$34,995 original issue discount from the face value of the ~~December 2015~~ Note.

The December 2015 Notes mature on December 31, 2017, as amended on May 30, 2017, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the December 2015 Notes. At any time after the December 2015 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of our Common Stock. The initial conversion price for the principal ~~and interest~~ in connection with voluntary conversions by a holder of ~~a December 2015 Note was $0.12~~the convertible notes is $0.094 per share, as amended on ~~May 30, 2017 to $0.08,~~October 20, 2020, subject to adjustment as provided ~~therein. Each December 2015 Note, for example, is subject to adjustment upon certain events~~therein, such as stock splits and ~~has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than~~stock dividends.

The Company and Osher amended the ~~conversion price. Each December 2015 Note also contains certain negative covenants, including prohibitions~~convertible debt agreement as follow on incurrence of indebtedness, liens, charter amendments, dividends, redemption. The December 2015 Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of our Common Stock from trading. The December 2015 Notes are collectively collateralized by substantially all of our assets and guarantees of payment of the December 2015 Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and PresidentOctober 20, 2020:

	●	The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and ~~Australian Sapphire Corporation (“ASC”), a stockholder~~Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

On October 28, 2021, Osher elected to convert $16,714 of the ~~Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the December 2015 Notes, subject to the terms of such guaranty agreements.~~

In addition, until one year after the initial trading date of a Registration Statement which registers all then outstanding or issuable underlying shares, the December 2015 Purchasers shall have the right to participate in anaggregate principal amount of ~~subsequent financing equal to 100%~~the Note of the December 2015 Purchase Agreement. As of December 31, 2016, this requirement was waived pursuant to the terms of the Consent, Waiver and Modification Agreement with certain Purchasers of Purchase Agreement dated December$385,000, into 42,857 common shares.

Osher – $60,500

On June 23, ~~2015.~~

~~The Purchase Agreement~~is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. The Company is still accounting for the interest in accordance with GAAP.

As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2017, the November 2016 and December 2015 Notes were in default. On May 30, 2017,2020 (the “Original Issue Date”), the Company entered into a ~~Second Consent, Waiver~~Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and ~~Modification Agreement with certain purchasers~~issuance to institutional investor Osher Capital Partners LLC (“Osher”) of ~~convertible promissory notes~~(i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the ~~“Notes”~~“Note”) ~~pursuant~~due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to ~~securities~~ purchase ~~agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant~~up to ~~a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver~~an aggregate of 10,000 shares of the ~~right to participate in additional offerings~~Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company ~~allowing~~from Osher for the issuance of the Note and Warrants was $50,005 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Osher – $199,650

On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $165,000 which was issued at a $16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Previous Noteholders

Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000)

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares.

Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500)

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares.

Previous Noteholder – $93,500

On September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $85,000 which was issued at a $8,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares.

Previous Noteholder - $165,000

On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $150,000 which was issued at a $15,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares.

Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000)

On September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares.

On February 19, 2021, the previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021.

Previous Noteholder – $33,000

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares.

Previous Noteholder – $110,000

On May 10, 2021, the previous noteholder elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~,stock.

Previous Noteholder – $55,000

On May 4, 2021, the Company ~~recognized $691,371 as an extinguishment of debt under Other (income) expense in~~repaid the accompanying consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor). The extinguishment of debt is comprised of changes in the fair value of warrant and derivative liabilities due to the amendment of the notes that were measured immediately prior to and subsequent to the amendment that resulted in extinguishment loss of $176,022 for the November 2016 Purchaser Warrants, $75,648 for the December 2015 Purchaser Warrants, $183,250 for the November 2016 Purchaser Conversion Shares, and $41,842 for the December 2015 Purchaser Conversion Shares, as well as $178,409 for the unamortized debt discount associated with the November 2016 Notes and $36,200 for the unamortized debt discount associated with the December 2015 Notes.

~~December 2015 Optional Redemption~~

~~The December 2015 Notes provide that commencing six (6) months after the December 2015 Original Issue Date, we will have the option of prepaying the outstanding~~aggregate principal amount of ~~the December 2015 Notes (an “December 2015 Optional Redemption”), in whole or in part, by paying to the holders~~ a ~~sum of money in cash equal to one hundred percent (100%~~$55,000 convertible debenture that was entered into on April 7, 2021 with a previous noteholder. The note was a 10% Original Issue Discount Senior Convertible Debenture (the “Note”) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the December 2015 Note through the December 2015 Redemption Payment Date and 2.8986 shares of ourwhich included a five-year Common Stock for each $1.00 of December 2015 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.

~~December 2015 Purchaser Conversion~~

The December 2015 Purchaser has the right at any time after the December 2015 Original Issue Date until the outstanding balance of the December 2015 Note has been paid in full, to convert all or any part of the outstanding balance into sharesPurchase Warrant (“~~December 2015 Purchaser Conversion Shares”~~Warrants’) of our common stock, of the portion of the outstanding balance being converted (the “December 2015 Conversion Amount”) divided by the December 2015 Purchaser Conversion Price of $0.08, as amended on May 30, 2017, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of September 30, 2017, the December 2015 Note would have been convertible into 10,781,250 shares of our common stock.

~~December 2015 Purchaser Warrants~~

~~The December 2015 Purchaser Warrants allow the December 2015 Purchaser~~ to purchase up to ~~a number~~an aggregate of ~~shares of common stock equal to 100% of such purchaser’s Note principal amount divided by $0.08, as amended on May 30, 2017, with a per share exercise price equal to $0.30, subject to adjustment.~~

The exercise price of the December 2015 Purchaser Warrants is $0.30 per share of our common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the December 2015 Purchaser Warrants.

~~The December 2015 Purchaser Warrants are exercisable by the December 2015 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise.~~

~~December 2015 Purchaser Common Stock~~

~~The December 2015 Purchasers were issued a total of 2,500,000 shares of our common stock, valued at $625,000 (based on the estimated fair value of the stock on the date of grant).~~

~~Stock Transactions~~

~~Preferred Stock (Successor)~~

~~Common Stock (Successor)~~

~~In October 2017, we issued 2,175,012 restricted common shares for services of $433,754 (based on our stock price on the date of grant).~~

~~On June 30, 2017, we entered into an Agreement and Note by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.of up to $1,125,000 in debt. As additional consideration for the loan, the investors received 1,500,000 shares of restricted common stock, in aggregate, valued at $105,000(based on our stock price on the date of grant)~~.

~~During the nine months ended September 30, 2017, we issued 4,551,756 restricted common shares for services of $298,005 (based on our stock price on the date of grant).~~

~~On January 2, 2017, we issued 150,000 restricted common shares for payment of accounts payable of $14,985.~~

As December 31, 2016, we entered into an Agreement with certain Purchasers of the December 2015 Purchase Agreement dated December 23, 2015. The waivers contained in the Agreement were related to an increase in the shares issuable under the Company’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by the Company, and allowing up to 20,000,00071,429 shares of the Company’s ~~common stock to be~~Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued ~~pursuant to a private or public offering~~ at a ~~price~~$5,000 original issue discount from the face value of ~~not less than $0.30 per share. As consideration for~~ the ~~terms contained in the~~Note.

Media Advertising Agreement ~~as well as for a fee of $0.0001 per share,~~

On May 13, 2021, the Company ~~issued an aggregate of 1,000,000 shares~~mutually terminated the Media Relations Agreement (“Media Agreement”) with a third party for marketing and to promote brand awareness that was entered into on February 10, 2021. The Company agreed to pay $25,000 due in cash at the ~~December 2015 Purchasers.~~

~~On December 1, 2016, we acquired substantially all~~execution of the ~~operating assets of CCI. As part of the purchase price of the operating assets of CCI, we issued 7,000,000 shares of common stock (of which 1,000,000~~Media Agreement. No shares were issued in conjunction with the Media Agreement.

Bonus

On July 21, 2021, as a result of achieving certain milestones, the Board of Directors agreed to ~~ASK Gold, a major supplier) valued at $770,000 (based on our stock price on the date~~pay each of ~~issuance).~~

~~Stock Based Compensation~~

~~In October 2017, we issued a total of 62,000 restricted common shares to an employee, valued at $11,160 (based on our stock price on the date of grant) as compensation pursuant to~~ the Company’s ~~2015 Equity Incentive Plan.~~CEO and CTO a performance bonus equal to 5% of their annual salary totaling $34,750.

In July 2017, we issued a total of 10,000 restricted common shares to two employees, valued at $600 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan.

On January 22, 2017, we issued a total of 103,200 restricted common shares to our employees, valued at $5,160 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan.

On August 28, 2017, we issued a total of 100,000 immediately vesting restricted common shares to a member of our Advisors, valued at $5,000 (based on the fair value of the services on the date of grant) for outside advisory and consulting services pursuant to our 2015 Equity Incentive Plan.

As of December 31, 2016, we issued a total of 400,000 restricted common shares to our Advisors, valued at $100,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to our 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. we will revalue the shares at each vesting period and recognize expense for the portion of the shares earned. We recognized compensation expense of $9,167 and $40,417 under general and administrative expenses in the accompanying consolidated Statements of Operations for the three and nine months ended September 30, 2017 (Successor), respectively. As of September 30, 2017, the Advisors had vested in 400,000 shares.

As of September 30, 2017, we previously granted to our Chief Executive Officer and director (“CEO”), options to purchase 10,000,000 shares of our common stock under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), valued at $2,500,000 (based on the Black Scholes valuation model on the grant date).

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Description of Business, Principal Products, Services

Business Overview

Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware. We are a development-stage therapeutic technology company that is headquartered in San Diego, California USA. Our primary focus is directed toward a significant unmet need in global health: the treatment of acute life-threatening inflammatory conditions that are precipitated by Cytokine Storm Syndrome (“The Cytokine Storm” or “Cytokine Release Syndrome”) and not addressed with approved drug therapies. Cytokine Storm Syndrome is a dysregulated immune response that can be induced by a wide range of infectious and non-infectious conditions. A hallmark of the Cytokine Storm is an over-production of inflammatory cytokines, which can destroy tissue, trigger multiple-organ failure and cause death.

On October 19, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) completed a Share Exchange Agreement (the “Agreement”) with our organization (Sigyn Therapeutics) that resulted in the registrant acquiring 100% of our issued and outstanding shares of common stock in exchange for 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding (the “Acquisition”). In conjunction with the transaction, the Registrant changed its name to Sigyn Therapeutics, Inc. pursuant to an amendment to its articles of incorporation that was filed with the State of Delaware. Subsequently, the Registrant’s trading symbol was changed to SIGY. The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the Sigyn corporate entity (established on October 29, 2019) to become a wholly owned subsidiary of the Registrant. Among the conditions for closing the acquisition, the Registrant extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. As a result, the reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares. Additionally, assets held on the books of Reign Resources Corporation, such as Gem inventory, was kept in the Company and therefore recorded as assets on the Share Exchange date. The Registrant’s Board of Directors appointed James A. Joyce and Craig P. Roberts to serve as members of the Registrant’s Board of Directors upon closing of the Acquisition.

As of November 10, 2021, we have a total 37,295,803 shares issued and outstanding, of which 11,135,803 shares are held by non-affiliate shareholders.

About Sigyn Therapy

Recent Clinical Disclosures

Sigyn Therapy Mechanism of Action

Sigyn Therapy is a novel blood purification technology whose broad-spectrum mechanism of action establishes a basis to treat an expansive pipeline of candidate indications. Incorporated within Sigyn Therapy is a “cocktail” of adsorbent components that have been formulated to optimize the depletion of inflammatory cytokines, toxins, CytoVesicles, endotoxin and potentially other pathogenic factors that are known to induce Cytokine Storm Syndrome.

In the medical field, the term “cocktail” is a reference to the simultaneous administration of multiple drugs (a drug cocktail) with differing mechanisms of actions. While drug cocktails have begun to emerge as potential mechanisms to treat cancer, they are proven life-saving countermeasures to treat HIV/AIDS and Hepatitis-C virus infection. However, dosing of multi-drug agent cocktails is limited by toxicity and adverse events that can result from deleterious drug interactions. Sigyn Therapy is not constrained by such limitations as our active components are not introduced into the body. As a result, we are able to incorporate a substantial dose of multiple adsorbents, each with differing mechanisms and capabilities to optimize Sigyn Therapy’s ability to calm the cytokine storm that underlies life-threatening inflammatory conditions.

Beyond our advantageous dosing strategy, the components of our adsorbent cocktail have surface characteristics and structures that permit Sigyn Therapy to bind or adsorb inflammatory targets that exceed 100 nanometers in diameter. Whereas the two most broadly deployed devices to treat acute life-threatening inflammatory conditions are limited to addressing either a single molecular target (endotoxin) or a broad-spectrum of inflammatory cytokines below 5 nanometers in diameter.

Beyond these mechanistic advantages, Sigyn Therapy is a single-use, “blood-in-blood-out device” that can be deployed on the established infrastructure of dialysis and CRRT machines that are already located in hospitals and clinics worldwide. Sigyn Therapy isolates inflammatory targets from the bloodstream to optimize their interaction with our cocktail of adsorbent components. We believe this mechanism to be a further competitive advantage as our adsorbent components are restricted from contacting or activating blood cells.

From a technical perspective, Sigyn Therapy converges the plasma separation function of hollow-fiber plasmapheresis devices with the expansive capacity of adsorbent components housed in the extra-lumen space (outside the fiber walls, yet inside the outer shell of the cartridge) to optimize the elimination of inflammatory targets in a low-shear force environment without interacting with blood cells. As blood flows into our device, the plasma components along with inflammatory targets move through the porous walls (≈200 nm) of the hollow-fibers (2500+ fibers) due to the blood side pressure. Because the hollow fiber bundle creates a resistance to the flow of blood, a pressure drop is created along the length of the device such that the blood-side pressure is higher at the blood inlet and lower at the blood outlet. This causes plasma to flow away from the blood and into the extra-lumen space (home of our adsorbent components) along the proximal third of the fiber bundle. In the distal third of the fiber bundle, the pressure gradient is reversed, which causes the plasma to flow backward through the fiber walls where it is recombined with cellular components without the inflammatory initiators, cytokines or toxins that have been bound or captured by the cocktail of adsorbent components housed in the extra-lumen space. Based on blood flow rates of 200ml/min, a patient’s entire blood volume can pass through Sigyn Therapy approximately 10 times during a four-hour treatment period.

Market Overview

Cytokine Storm Syndrome is a hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure such as Hepatic Encephalopathy, which is associated with elevated levels of toxins and inflammatory cytokines in the bloodstream. The annual market opportunity for a therapeutic strategy to prevent or mitigate the Cytokine Storm has been reported to exceed $20 billion.

In April 2020, the FDA published the following statement, which supports the regulatory advancement of anti-cytokine blood purification technologies: “Based on the totality of scientific evidence available, the removal of pro-inflammatory cytokines may ameliorate the cytokine storm due to the overabundance of pro-inflammatory cytokines and, in turn, provide clinical benefit.”

The Cytokine Storm Precipitates Sepsis

Sepsis is defined as a life-threatening organ dysfunction caused by a dysregulated host response to infection. In January of 2020, a report entitled; “Global, Regional, and National Sepsis Incidence and Mortality, 1990-2017: Analysis for the Global Burden of Disease Study,” was published in the Journal Lancet. The publication reported 48.9 million cases of sepsis and 11 million deaths in 2017. In that same year, an estimated 20.3 million sepsis cases and 2.9 million deaths were among children younger than 5-years old. The report referenced that sepsis kills more people around the world than all forms of cancer combined. In the United States, sepsis was reported to be the most common cause of in-hospital deaths with annual costs exceeding $24 billion.

To date, more than 100 human studies have been conducted to evaluate the safety and benefit of candidate drugs to treat sepsis. With one brief exception (Xigris, Eli Lilly), none of these studies resulted in a market approved therapy. As the treatment of sepsis remains elusive for therapeutic drug agents, an increased understanding of the complex mechanisms that underlie sepsis support the potential of therapeutic strategies that modulate a broad-spectrum of inflammatory factors.

As a result, an increased focus has been directed toward extracorporeal blood purification, with an emphasis on devices that improve immune homeostasis through the depletion of circulating inflammatory mediators. Given the pivotal role of endotoxin and cytokine production in sepsis, it is anticipated that the simultaneous depletion of these inflammatory factors may establish the basis for an efficacious strategy. We also believe that inflammatory cytokine cargos transported by CytoVesicles represent a novel, yet important therapeutic target.

Virus Induced Cytokine Storm (VICS)

Virus Induced Cytokine Storm (VICS) is associated with high mortality rates and is defined by an excess production of inflammatory cytokines in response to a virulent viral infection. As the vast majority of human viruses are not addressed with a corresponding drug or vaccine, there is an urgent and ongoing need for therapies that mitigate the Cytokine Storm that can be initiated by a broad-spectrum of viral pathogens. At present, VICS is a leading cause of COVID-19 deaths and often precipitates other life-threatening conditions including acute respiratory distress syndrome (ARDS) and sepsis, which are highly prevalent in hospitalized COVID-19 patients.

In March of 2020, Yale University researchers reported that elevated levels of pro-inflammatory cytokines correlated with the severity of COVID-19 infection and increased mortality rates. Inversely, the researchers reported that declining levels of these same cytokines are associated with patient recovery. In April of 2020, the FDA established pro-inflammatory cytokine reduction as a clinical endpoint to ameliorate the cytokine storm induced by a viral infection.

Beyond COVID-19, virus induced Cytokine Storms are associated with many of the 250,000 to 500,000 global deaths that result from severe influenza infections each year. In some years, the death toll resulting from influenza rises to pandemic proportions. In modern history, the best-known example is the H1N1 Spanish Flu of 1918 which caused the deaths of more than 50 million individuals. Other deadly influenza outbreaks included the 1957 H2N2 Asian influenza, the 1968 H3N2 Hong Kong influenza, and the 2009 H1N1 pandemic influenza. Between 1997 and 2014, several epizootic avian influenza viruses (e.g., H5N1, H7N9, and H10N8) crossed the species barrier to cause increased human death tolls.

In recent years, virus induced Cytokine Storm was associated with high mortality resulting from the 2003 SARS virus outbreak and the 2014-15 Ebola virus outbreak. VICS is also reported to play a role in mosquito-borne viral infections, including severe Dengue infections, which result in approximately 40,000 deaths each year.

We believe that Sigyn Therapy can serve as a first-line countermeasure to mitigate Cytokine Storm Syndrome resulting from emerging viral outbreaks that are increasingly being fueled by a confluence of global warming, urban crowding and intercontinental travel. As it is improbable for post-exposure drugs and vaccines to be developed, proven effective, manufactured and delivered at the outset of a pandemic, we believe there will be an ongoing demand for therapies to address virus induced Cytokine Storm Syndrome. Additionally, we believe that Sigyn Therapy aligns with U.S. Government initiatives that support the development of broad-spectrum medical countermeasures that mitigate the impact of emerging pandemic threats, yet also have viability in established disease indications.

Bacteria Induced Cytokine Storm (BICS)

Gram-negative bacteria infections are a significant global health issue due to their resistance to antibiotic therapy. In severe infections, bacteria shed endotoxins into the circulatory system, which are potent drivers of Cytokine Storm Syndrome. According to the Centers for Disease Control and Prevention (CDC), over two million infections are caused by antibiotic-resistant bacteria each year in the United States, resulting in approximately 23,000 deaths. From a national biodefense perspective, four species of bacteria have been classified as “Category A” biological threats as they pose a high risk to national security and public health. These include Bacillus anthracis (anthrax), Clostridium botulinum toxin (botulism), Yersinia pestis (plague) and Francisella tularensis (tularemia). The extracorporeal elimination of circulating endotoxin has previously been demonstrated to help rebalance the innate immune system, decrease levels of inflammatory mediators and improve vascular function and hemodynamics.

Acute Respiratory Distress Syndrome (ARDS) Treatment Opportunity

Acute respiratory distress syndrome (ARDS) is a form of respiratory failure characterized by the rapid onset of widespread inflammation in the lungs. ARDS is often associated with multiple organ failure and is known to be precipitated by a variety of clinical disorders, including Cytokine Storm Syndrome. Globally, ARDS is associated with approximately 3 million deaths each year and has a mortality rate of 30-50%.

Hepatic Encephalopathy (HE)

Hepatic Encephalopathy (HE) is a life-threatening complication of liver cirrhosis that results in 25,000-40,000 U.S. hospital admissions each year. The three-year survival rate following the first episode of HE is approximately 15%. HE severity has been correlated with highly elevated serum concentrations of pro-inflammatory cytokines and toxins. At present, we have not conducted studies that validate the ability of Sigyn Therapy to deplete HE related toxins from blood or blood plasma.

Bridge-To-Liver Transplant

There is a significant need for a medical device that can reduce the circulating presence of inflammatory cytokines and toxins in patients with liver failure. Based on these requirements, Sigyn Therapy is a candidate strategy to stabilize or extend the life of a patient prior to the identification of a matched liver for transplantation. Otherwise known as a bridge-to-liver transplant. In 2017, 8,082 U.S. patients received a liver transplant and 13,885 patients were on the waiting list for a liver transplant. The average cost associated with a liver transplant is $577,100 USD. As with Hepatic Encephalopathy, we have not conducted studies that validate the ability of Sigyn Therapy to deplete deleterious toxins associated with liver failure.

Other Potential Opportunities

Cytokine Storm Syndrome may also result from trauma, severe burns, acute pancreatitis, adverse drug reactions, cancer immunotherapies, cancer cachexia, acute kidney injury (AKI) and severe pneumonia.

Competition

Our primary focus is directed toward treating acute life-threatening inflammatory conditions that are precipitated by Cytokine Storm Syndrome and not addressed with approved drug therapies. As a result of COVID-19, single-mechanism drugs to inhibit specific cytokine targets are being clinically evaluated in COVID-19 infected individuals. The candidate targets for these drug agents include IL-1, IL-6 and TNF-a, which are simultaneously addressed by Sigyn Therapy based on recent in vitro study outcomes.

Emerging and historic evidence reveals the considerable challenge to temper the Cytokine Storm through the inhibition of a single cytokine target. In April of 2020, an article in the Journal Nature reported 14 different inflammatory cytokines to be highly elevated in bloodstream of COVID-19 patients. In May of 2020, Stanford researchers reported that elevated levels of inflammatory cytokines in COVID-19 patients are consistent with those observed in critically ill (non-COVID-19) sepsis and ARDS patients, which are conditions for which anti-cytokine drugs have previously been unable to demonstrate benefit in clinical studies. Specific to sepsis, more than 70 human studies have been conducted to evaluate the safety and benefit of candidate drugs. With one brief exception (Xigris, Eli Lilly), none of these studies resulted in a market approved therapy.

In the absence of safe and effective drugs to address Cytokine Storm related conditions, we anticipate that the market for therapeutic blood purification technologies to address Cytokine Storm Syndrome will be extremely competitive.

The most broadly deployed blood purification technologies to address life-threatening inflammatory conditions are the Toraymyxn device from Toray Industries and the CytoSorb device from CytoSorbents Corporation. While not yet market cleared in the United States, these industry-pioneering technologies are approved for use in more than 40 countries, have been administered to hundreds of thousands of patients, are the subject of hundreds of peer-reviewed publications and are being evaluated to treat severe COVID-19 infections. However, the mechanism of action of each of these technologies differs substantially.

The Toraymyxin device houses an immobilized antibiotic agent that has a high specificity to bind circulating endotoxin, which is a potent activator of cytokine storm syndrome induced by gram-negative bacterial infections. However, Toraymyxin does not address inflammatory cytokines or CytoVesicles. Conversely, the CytoSorb device incorporates an adsorbent bead that depletes inflammatory cytokines from the bloodstream but does not address endotoxin or CytoVesicles.

We believe that Sigyn Therapy’s ability to address inflammatory cytokines, endotoxin and CytoVesicles provides us with a significant competitive advantage that we plan to demonstrate in human clinical studies. However, there is no assurance that we will advance human clinical studies that demonstrate safety and efficacy of our technology.

Marketing and Sales

At present, we do not market or sell any therapeutic products. We plan to establish relationships with organizations that have established distribution channels into markets that might be served by Sigyn Therapy should it receive market clearance from FDA or other foreign regulatory agencies.

Intellectual Property

We own the intellectual property rights to pending royalty-free patents that have been assigned to us by our co-founders, James A. Joyce and Craig P. Roberts. We have also received a “Notice of Allowance” from the United States Patent and Trademark Office (USPTO) related to the use of Sigyn Therapeutics, Sigyn Therapy and the protection of our corporate logo. We plan to continually expand our intellectual property portfolio and protect trade secrets that are not the subject of patent submissions. However, there is no assurance that the claims of current pending and future patent applications will result in issued patents.

At present, we own the rights to the following patents pending.

DEVICES, SYSTEMS AND METHODS FOR THE BROAD-SPECTRUM REDUCTION OF PRO-INFLAMMATORY CYTOKINES IN BLOOD - U.S. Application No.: 62/881,740; Filing Date: 2019-08-01 - Inventors: Joyce & Roberts

DEVICES, SYSTEMS AND METHODS FOR THE BROAD-SPECTRUM REDUCTION OF PRO-INFLAMMATORY CYTOKINES IN BLOOD - International Patent Application No.: PCT/US2020/044223; Filing Date: 2020-07-30 - Inventors: Joyce & Roberts

DEVICES, SYSTEMS AND METHODS FOR THE BROAD-SPECTRUM REDUCTION OF PRO-INFLAMMATORY CYTOKINES IN BLOOD - U.S. Patent Application No.: 16/943,436; Filing Date: 2020-07-30 - Inventors: Joyce & Roberts

EXTRA-LUMEN ADSORPTION OF VIRAL PATHOGENS FROM BLOOD
U.S. Patent Application No.: 63/177,520; Filing Date: 2021-04-21
Inventors: Joyce & Roberts

Government Regulation

In the United States, Sigyn Therapy is subject to regulation by the FDA and other healthcare agencies. Should we seek to commercialize Sigyn Therapy outside the United States, we expect to face comparable international regulatory oversight. Based on published guidance by FDA, we anticipate Sigyn Therapy to be a Class III medical device whose regulatory jurisdiction will be the Center for Devices and Radiological Health (CDRH), the FDA branch that oversees the market approval of medical devices. As a Class III device, we are subject to a Pre-Market Approval (PMA) submission pathway with CDRH. The approval of PMA application to support market clearance of Sigyn Therapy will require extensive data, which includes but is not limited to technical documents, preclinical studies, human clinical trials, the establishment of Good Manufacturing Practice (GMA) standards and labeling that fulfills FDA’s requirement to demonstrate reasonable evidence of safety and effectiveness of a medical device product. There is no assurance that Sigyn Therapy will be demonstrated to be a safe and effective product to treat any life-threatening inflammatory condition precipitated by Cytokine Storm Syndrome.

Additionally, we must comply with applicable laws and regulations that govern the development, testing, manufacturing, labeling, marketing, storage, distribution, advertising and promotion, and post-marketing surveillance reporting for medical devices. Failure to comply with these applicable requirements may subject a device and/or its manufacturer to a variety of administrative sanctions, such as issuance of warning letters, import detentions, civil monetary penalties and/or judicial sanctions, such as product seizures, injunctions and criminal prosecution. Our failure to comply with any of these laws and regulations could have a material adverse effect on our operations.

Manufacturing and Procurement

We are advancing a manufacturing relationship with an FDA registered Contract Manufacturing Organization (CMO) to establish GMP compliant manufacturing to support human clinical studies and potential commercialization should we receive clearance to market Sigyn Therapy. We plan to establish manufacturing procedure specifications that define each stage of our manufacturing, inspection and testing processes and the control parameters or acceptance criteria that apply to each activity that result in the production of our technology.

We have also established relationships with industry vendors that provide components necessary to manufacture our device. Should the relationship with an industry vendor be interrupted or discontinued, we believe that alternate component suppliers can be identified to support the continued manufacturing of our product. However, delays related to interrupted or discontinued vendor relationships could adversely impact our business.

Research and Product Development

We have sourced our research and product development activities, which include the performance of in vitro validation studies, pre-GMP product assembly and manufacturing through an organization with extensive experience in advancing extracorporeal blood purification technologies. At present, we do not plan to build and staff our own research and product development facility.

Environmental Laws and Regulations

At present, our operations are not subject to any environmental laws or regulations.

Employees

We have 4 full-time employees and no part-time employees as of the date of this filing. We have an employer contribution for healthcare, but we do not provide pension, annuity, insurance, profit sharing, or similar benefit plans; however, we may adopt such plans in the future. To conserve cash and resources, we utilize consultants on an as-needed basis to provide various functions. Additionally, we also contract with clinical and research organizations to support the advancement of Sigyn Therapy.

Overview of Presentation

The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:

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~~Plan of Operations~~

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Results of Operations

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	●	Liquidity and Capital Resources

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	●	Capital Expenditures

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	●	Going Concern

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	●	Critical Accounting Policies

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	●	Off-Balance Sheet Arrangements

~~Plan of Operations~~

~~On December 1, 2016, substantially all of the operating assets of CCI were acquired by RGNP, formerly known as Reign Sapphire Corporation. RGNPis a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company.As part of the Acquisition, we created a wholly owned subsidiary, Reign Brands, and shall act as the operating entity for the acquired CCI assets.~~

~~Subsequent to the acquisition of CCI’s assets, we have three niche brands:~~ ~~Reign Sapphire: ethically produced, direct mine-to-consumer sapphire jewelry targetingmillennials,Coordinates Collection: custom jewelry, inscribed with location coordinates commemorating life’s special moments, and~~ ~~Le Bloc: classic customized jewelry.~~

~~Reign Sapphire~~

Reign Sapphire was established as a vertically integrated “source to retail” model for sapphires-rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. We are not an exploration or mining company and are not engaged in exploration or mining activities. We purchase rough sapphires in bulk, directly from commercial miners in Australia, and we intend to oversee each step of the process as the stones go from the mines-gate to the consumer as Reign Sapphire jewelry.

Our core values are to offer consumers conflict free sapphires; sapphires that are mined from a verified source; sapphires that have been procured directly from miners, sapphires that are ethically processed and sapphires that are natural (not synthetic). In addition, we intend to feature exclusively Australian sapphires in our jewelry collections.

~~Coordinates Collection~~

~~Coordinates Collection markets and distributes~~custom jewelry, inscribed with location coordinates commemorating life’s special moments. Coordinates Collection is the next level of customized jewelry that pairs high quality craftsmanship with a fresh look. Geographic coordinates pinpoint the location of a favorite memory and the beautiful engraving personalizes each piece to the customer. Coordinates Collection uses high quality materials such as semi-precious to precious metals and stones as well as ceramic coatings. All products take personalization to the next level with stylish, high quality hand-crafted products, a customized experience and a unique technology platform that guides the customer through a step-by-step process to create the perfect meaningful piece.

~~Le Bloc~~

Le Bloc markets and distributes classic custom jewelry. Le Bloc is a way to wear your favorite letters and/or words. The collection is comprised of bracelets, necklaces, and rings featuring bloc’s engraved with a single letter in the finish of your choice.

~~Strategy~~

~~Reign Sapphire~~

We intend to set ourselves apart from our competition by actively promoting our three core offerings: a vertically integrated “source to retail” model for sapphires - rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires.

~~We intend to promote Reign Sapphires as conflict free, ethically processed and natural. We also intend to make video footage and pictures of the process available to consumers.~~

~~We intend to focus primarily on quality and design and secondly on strategic pricing methods in order to compete in the U.S. market.~~

While all of our competitors have established themselves uniquely within sectors of the market, none have marketed themselves as mines-gate to consumers with a vertical integration of processing, cutting and shaping, manufacturing, and sales of sapphires. We believe there is a strong market opportunity for our products as there is currently growth in U.S. and global jewelry sales. We believe that we have the knowledge and expertise to capitalize on this opportunity and to capitalize upon the uniquely powerful internationally recognized Australian brand image and appeal and become the leading player in this fragmented cottage industry.

~~Coordinates Collection and Le Bloc~~

We market our Coordinates Collection and Le Bloc products using various strategies including social media, Independent Affiliates, Internet advertising, wholesale relationships, and “word of mouth” free advertising.

We have an exclusive international distribution agreement with a third party marketing company to distribute the Reign Brands, Coordinates Collection and Le Bloc products in the country of Qatar at discounted prices. The agreement is for a term of five years and terminates in July 2021.

~~Products~~

Our initial product lines consist of rings, bracelets, necklaces. We intend to eventually manufacture pendants and watches. When sapphires are used in the products, they are predominantly 1.5mm to 2.5mm diamond and princess cut melees.

~~Plan of Operations~~

We recently launched our retail website and acquired the assets of Coordinates Collection and its retail customer base. We will not have the necessary capital to fully execute the first phase of our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. Even if we raise such financing, we may not have sufficient capital to begin generating further revenues from operations.

~~Our plan of operations consists of:~~

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~~Launch of our B2B marketing and sales efforts through the use of distribution partners and a high-end fashion retailers.~~

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~~Launch of our D2C marketing and sales efforts through the use of social media, Internet marketing, print advertising, promotions, and signage.~~

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~~Raise capital, fund administrative infrastructure and ongoing operations until our operations generate positive cash flow.~~

~~How We Generate Revenue~~

~~We recognize revenue at the time of shipment. Revenues are presented net of refunds and known credits.~~

General and administrative expenses consist primarily of ~~the cost of customer service, billing, cost of information systems~~personnel costs and ~~personnel~~professional fees required to support our operations and growth.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping, customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial ~~condition~~.condition.

Results of Operations

Three Months Ended September 30, ~~2017 (Successor)~~2021 Compared to ~~the~~ Three Months Ended September 30, ~~2016 (Predecessor)~~2020

The following discussion represents a comparison of our results of operations for the ~~period ended September 30, 2017, which includes the results of operations for the~~ three months ended September 30, ~~2017 (Successor) compared to the three months ended September 30, 2016 (Predecessor).~~2021 and 2020. The results of operations for the periods shown in our audited unaudited condensed consolidated financial statements ~~including the periods shown as Successor and Predecessor,~~ are not necessarily indicative of operating results for the entire period. In the opinion of management, the ~~unaudited~~audited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

							Three Months Ended September 30,
	Three Months Ended September 30, 2017 (Successor)			Three Months Ended September 30, 2016 (Predecessor)			2021			2020

Net revenues	$	255,975		$	342,164		$	-		$	-
Cost of sales		98,465			164,979			-			-
Gross Profit		157,510			177,185			-			-
Operating expenses		737,723			253,695			573,363			202,977
Other expense		917,486			36,252			92,541			93,013
Net loss from continuing operation	$	(1,497,699	)	$	(112,762	)
Net loss before income taxes and discontinued operations							$	(665,904	)	$	(295,990	)

Net Revenues

~~Net revenues decreased~~For the three months ended September 30, 2021 and 2020, we had no revenues.

Cost of Sales

For the three months ended September 30, 2021 and 2020, we had no cost of sales because we had no revenues.

Operating expenses

Operating expenses increased by ~~$86,189,~~$370,386, or ~~25.2%~~182.5%, to ~~$255,975~~$573,363 for three months ended September 30, 2021 from $202,977 for the three months ended September 30, ~~2017 (Successor) from $342,164~~2020 primarily due to increases in consulting fees of $81,823, compensation costs of $146,088, research and development costs of $49,659, depreciation and amortization costs of $732, investor relations costs of $69,309, operating lease costs of $23,957, and general and administration costs of $5,256, offset partially by decreases in professional fees of $6,038 and marketing expenses of $400, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended September 30, 2021, we had research and development costs of $49,659, and general and administrative expenses of $523,704 primarily due to professional fees of $24,301, compensation costs of $315,165, operating lease costs of $24,412, depreciation and amortization costs of $1,332, investor relations costs of $69,309, consulting fees of $81,823, and general and administration costs of $7,362, as a result of adding administrative infrastructure for our anticipated business development.

For the three months ended September 30, 2020, we had marketing expenses of $400 and general and administrative expenses of $202,577 primarily due to compensation costs of $169,077, professional fees of $30,339, amortization costs of $600, rent of $455, travel costs of $438, and general and administration costs of $1,668, as a result of adding administrative infrastructure for our anticipated business development.

Other (Income) Expense

Other expense for the three months ended September 30, ~~2016 (Predecessor). The decrease~~2021 totaled $92,541 primarily due to interest expense of $29,095, interest expense of $49,749 in ~~revenue is primarily the result~~conjunction with accretion of ~~a reduction~~debt discount and interest expense of $13,697 in ~~retail revenue~~conjunction with accretion of ~~$45,578 or 17.2%,~~original issuance discount, compared to ~~$219,433~~other expense of $93,013 for the three months ended September 30, ~~2017 (Successor) from $265,011~~2020 primarily due to interest expense of $82,915 in conjunction with accretion of debt discount and interest expense of $10,098 in conjunction with accretion of original issuance discount.

Net loss before income taxes

Net loss before income taxes and discontinued operations for the three months ended September 30, ~~2016 (Predecessor) due to supply chain issues and marketing costs.~~

~~Cost of Sales~~

Cost of sales decreased by $66,514, or 40.3%, to $98,465 for the three months ended September 30, 2017 (Successor) from $164,979 for the three months ended September 30, 2016 (Predecessor). The decrease in cost of sales was2021 totaled $665,904 primarily due to the decrease in revenue. As a percentage of revenue, cost of sales was 38.5% and 48.2% resulting in a gross margin of 61.5% and 51.8% for the three months ended September 30, 2017 (Successor) and for the three months ended September 30, 2016 (Predecessor), respectively, due to product-wide price increases and decreases in supply chain efficiencies.

~~Operating expenses~~

Operating expenses increased by $484,028, or 190.8%, to $737,723 for the three months ended September 30, 2017 (Successor) from $253,695 for the three months ended September 30, 2016 (Predecessor) primarily due to increases in stock based compensation of $211,505, investor relations costs of $18,836, depreciation and amortization costs of $39,407, compensation costs of $69,569, consulting costs of $20,420, marketing costs of $171,285, travel costs of $5,686, and general and administration costs of $4,241, offset primarily by decreases in professional fees of $35,492, and rent of $4,372, as a result of reorganizing our administrative infrastructure, primarily consulting costs and investor relations, due to the decrease in revenues and refocusing our marketing initiatives to generate anticipated sales growth.

For the three months ended September 30, 2017 (Successor), we had marketing expenses of $171,285, stock based compensation of $211,505, and general and administrative expenses of $354,934 primarily due to compensation costs of $169,903, consulting costs of $39,949, travel expenses of $17,557, rent of $18,138, professional fees of $12,374, depreciation and amortization costs of $58,730, investor relations costs of $18,836, and general and administration costs of $19,447 as a result of reorganizing our administrative infrastructure, primarily professional fees, due to the decrease in revenues and refocusing our marketing initiatives to generate anticipated sales growth.

For the three months ended September 30, 2016 (Predecessor), we had marketing expenses of $17,056 and general and administrative expenses of $236,639, primarily due to compensation costs of $100,334, consulting costs of $19,529, travel expenses of $11,871, rent of $22,510, professional fees of $47,866, depreciation and amortization costs of $19,323, and general and administration costs of $15,206, as a result of startup marketing initiatives and adding administrative infrastructure, primarily compensation costs and professional fees, for our current and anticipated sales growth.

~~Other Expense~~

Other income for the three months ended September 30, 2017 (Successor) totaled $917,486 primarily due to interest expense of $19,971 in conjunction with debt discount, loss due to the change in fair value of warrant liabilities of $366,505, and a loss due to the change in fair value of derivative liabilities of $531,010, compared to other expense of $36,252 for the three months ended September 30, 2016 (Predecessor) primarily due to interest expense of $36,252 primarily in conjunction with debt discount and notes payable.

~~Net loss before income taxes~~

Net loss before income taxes for the three months ended September 30, 2017 (Successor) totaled $1,497,699 primarily due to decreased revenue of $255,975, the change in fair value of warrant and derivative liabilities, and (increases/decreases) in compensation costs, ~~stock based compensation-related party, consulting services costs, rent,~~ professional fees, marketing costs, investor relations costs, consulting fees, and general and administration costs compared to a loss of ~~$112,762~~$295,990 for the three months ended September 30, ~~2016 (Predecessor)~~2020 primarily due to ~~revenue of $342,164 and~~ (increases/decreases) in compensation ~~costs, consulting services costs, rent, professional fees, marketing~~ costs and general and administration costs.

Assets and Liabilities

Assets were ~~$2,128,369~~$1,440,823 as of September 30, ~~2017.~~2021. Assets consisted primarily of cash of ~~$21,860, accounts receivable~~$502,976, inventories of ~~$17,322, inventory~~$586,047, other current assets of ~~$726,139 which includes samples inventory of $134,145,~~$27,509, property and equipment of ~~$28,724,~~$20,654, intangible assets of ~~$852,377,~~$6,600, operating lease right-of-use assets of $276,326, and ~~goodwill~~other assets of ~~$481,947.~~$20,711. Liabilities were ~~$5,095,940~~$1,082,591 as of September 30, ~~2017.~~2021. Liabilities consisted primarily ~~of accrued compensation-related party of $971,000, due to related party of $771,884,~~ accounts payable of ~~$172,480, deferred revenue~~$32,874, accrued payroll and payroll taxes of ~~$41,334, estimated fair value~~$44,434, convertible notes of ~~contingent payments,~~$684,743, net of ~~$305,913,~~$46,757 of unamortized debt discount and debt issuance costs, operating lease liabilities of $291,331, and other current liabilities of ~~$55,811, derivative liabilities of $662,250, warrant liabilities of $951,859, convertible notes of $1,150,002, and notes payable of $34,132 (less debt issuance costs of $87,500).~~$29,209.

Nine Months Ended September 30, ~~2017 (Successor)~~2021 Compared to ~~the~~ Nine Months Ended September 30, ~~2016 (Predecessor)~~2020

Nine Months Ended September 30, 2017 (Successor) Nine Months Ended September 30, 2016 (Predecessor)

Net revenues $ 960,497 $ 1,437,330
Cost of sales 372,670 661,586
Gross Profit 587,827 775,744
Operating expenses 2,124,475 1,093,584
Other expense 1,539,369 116,730
Net loss from continuing operation $ (3,076,017 ) $ (434,570 )

~~Net Revenues~~

~~Net revenues decreased by $476,833, or 33.2%, to $960,497~~The following discussion represents a comparison of our results of operations for the nine months ended September 30, ~~2017 (Successor)~~2021 and 2020. The results of operations for the periods shown in our audited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

	Nine Months Ended September 30,
	2021			2020

Net revenues	$	-		$	-
Cost of sales		-			-
Gross Profit		-			-
Operating expenses		1,417,278			571,867
Other expense		360,169			235,701
Net loss before income taxes and discontinued operations	$	(1,777,447	)	$	(807,568	)

Net Revenues

For the nine months ended September 30, 2021 and 2020, we had no revenues.

Cost of Sales

For the nine months ended September 30, 2021 and 2020, we had no cost of sales because we had no revenues.

Operating expenses

Operating expenses increased by $845,411, or 147.8%, to $1,417,278 for nine months ended September 30, 2021 from ~~$1,437,330~~$571,867 for the nine months ended September 30, 2016 (Predecessor). The decrease in revenue is primarily the result of a reduction in retail revenue of $465,335 or 37.4%, to $777,259 for the nine months ended September 30, 2017 (Successor) from $1,242,594 for the nine months ended September 30, 2016 (Predecessor) due to supply chain issues and marketing costs.

~~Cost of Sales~~

Cost of sales decreased by $288,916, or 43.7%, to $372,670 for the nine months ended September 30, 2017 (Successor) from $661,586 for the nine months ended September 30, 2016 (Predecessor). The decrease in cost of sales was primarily due to the decrease in revenue and the decrease in supplier costs. As a percentage of revenue, cost of sales was 38.8% and 46.0% resulting in a gross margin of 61.2% and 54.0% for the nine months ended September 30, 2017 (Successor) and for the nine months ended September 30, 2016 (Predecessor), respectively, due to product-wide price increases and decreases in supply chain efficiencies.

~~Operating expenses~~

~~Operating expenses increased by $1,030,891, or 94.3%, to $2,124,475 for the nine months ended September 30, 2017 (Successor) from $1,093,584 for the nine months ended September 30, 2016 (Predecessor)~~2020 primarily due to increases in ~~rent~~professional fees of ~~$15,088, stock based~~$58,867, compensation ~~of $619,156, investor relations~~ costs of ~~$63,735,~~$342,242, consulting fees of $17,818, research and development costs of $89,281, depreciation and amortization costs of ~~$118,092, travel expenses of $11,843, marketing~~$15,986, investor relations costs of ~~$141,559, compensation~~$286,351, operating lease costs of ~~$162,981, consulting costs of $8,241,~~$27,626, and general and administration costs of ~~$8,022, and~~$8,351, offset primarily by ~~decreases~~a decrease in ~~professional fees~~travel costs of ~~$145,226,~~$606 and marketing expenses of $505, as a result of ~~reorganizing our~~adding administrative infrastructure ~~primarily consulting costs and investor relations, due to the decrease in revenues and refocusing~~for our ~~marketing initiatives to generate~~ anticipated ~~sales growth.~~business development.

For the nine months ended September 30, ~~2017 (Successor),~~2021, we had ~~marketing expenses~~research and development costs of ~~$394,579, stock based compensation of $619,156,~~$91,259, and general and administrative expenses of ~~$1,110,740~~$1,326,019 primarily due to professional fees of $98,277, compensation costs of ~~$536,297, consulting~~$725,343, operating lease costs of ~~$82,535, travel expenses of $42,305, rent of $85,811, professional fees of $64,995,~~$28,685, depreciation and amortization costs of ~~$172,536,~~$16,586, investor relations costs of ~~$63,735,~~$286,351, consulting fees of $157,818, and general and administration costs of ~~$62,526~~$12,723, as a result of ~~reorganizing our~~adding administrative infrastructure ~~primarily professional fees, due to the decrease in revenues and refocusing~~for our ~~marketing initiatives to generate~~ anticipated ~~sales growth.~~business development.

For the nine months ended September 30, ~~2016 (Predecessor),~~2020, we had marketing expenses of ~~$225,620~~$505, research and development costs of $1,978, and general and administrative expenses of ~~$867,964,~~$569,384 primarily due to professional fees of $39,410, compensation costs of ~~$373,316, consulting costs of $74,294, travel expenses of $30,462,~~$383,101, rent of ~~$70,723, professional~~$1,059, consulting fees of ~~$210,221, depreciation and~~$140,000, amortization costs of ~~$54,444,~~$600, and general and administration costs of ~~$50,504~~$5,214, as a result of ~~startup marketing initiatives and~~ adding administrative infrastructure ~~primarily compensation costs and professional fees,~~ for our ~~current and~~ anticipated ~~sales growth.~~business development.

Other Expense

Other expense for the nine months ended September 30, ~~2017 (Successor)~~2021 totaled ~~$1,539,369~~$360,169 primarily due to interest expense of ~~$337,610~~$29,095, interest expense of $286,391 in conjunction with accretion of debt discount ~~loss due to the change~~and interest expense of $44,683 in ~~fair value~~conjunction with accretion of ~~warrant liabilities of $226,893, loss due to the change in fair value of derivative liabilities of $283,495, and extinguishment loss of $691,371,~~original issuance discount, compared to other expense of ~~$116,730~~$235,701 for the nine months ended September 30, ~~2016 (Predecessor)~~2020 primarily due to interest expense of ~~$119,105 primarily~~$210,836 in conjunction with accretion of debt discount and ~~notes payable, and other income~~interest expense of ~~$2,375.~~$24,865 in conjunction with accretion of original issuance discount.

Net loss before income taxes

Net loss before income taxes and discontinued operations for the nine months ended September 30, ~~2017 (Successor)~~2021 totaled ~~$3,076,017~~$1,777,447 primarily due to ~~decreased revenue of $960,497, the change in fair value of warrant and derivative liabilities, and~~ (increases/decreases) in compensation costs, ~~stock based compensation, consulting services costs, rent,~~ professional fees, marketing costs, investor relations costs, consulting fees, and general and administration costs compared to a loss of ~~$434,570~~$807,568 for the nine months ended September 30, ~~2016 (Predecessor)~~2021 primarily due to ~~revenue of $1,437,330 and~~ (increases/decreases) in compensation costs, ~~consulting services costs, rent,~~ professional fees, marketing costs, consulting fees, and general and administration costs.

Liquidity and Capital Resources

General– Overall, we had ~~a decrease~~an increase in cash flows ~~of $127,747 in~~for the nine months ended September 30, ~~2017~~2021 of $418,574 resulting from cash used in operating activities of ~~$181,051,~~$1,221,221 and cash used in investing activities of ~~$68,328, and~~$20,205, offset partially by cash provided by financing activities of ~~$121,632.~~$1,660,000.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

	Nine Months Ended September 30,
	2021			2020

Net cash provided by (used in):
Operating activities	$	(1,221,221	)	$	(549,056	)
Investing activities		(220,205	)		(10,799	)
Financing activities		1,660,000			925,000
	$	418,574		$	365,145

Nine Months Ended September 30, 2017 (Successor) Nine Months Ended September 30, 2016 (Predecessor)

Net cash provided by (used in):
Operating activities $ (181,051 ) $ (135,251 )
Investing activities (68,328 ) (90,984 )
Financing activities 121,632 183,903
Net decrease in cash $ (127,747 ) $ (42,332 )

Nine Months Ended September 30, ~~2017 (Successor)~~2021 Compared to ~~the~~ Nine Months Ended September 30, ~~2016 (Predecessor)~~2020

Cash Flows from Operating Activities – For the nine months ended September 30, ~~2017 (Successor),~~2021, net cash used in ~~operating activities~~operations was ~~$181,051.~~$1,221,221 compared to net cash used in operations of $549,056 for the nine months ended September 30, 2020. Net cash used in operations was primarily due to a net loss of ~~$(3,076,017),~~$1,777,447 for nine months ended September 30, 2021 and the changes in operating assets and liabilities of ~~$527,626,~~$2,932, primarily due to ~~a net~~the increase in accounts payable of ~~$155,525, accrued compensation – related party of $195,000, due to related party of $331,137,~~$16,869 and other current liabilities of ~~$20,240,~~$43,692, offset primarily by ~~decreases in accounts receivable~~other current assets of ~~$17,322, deferred revenue~~$27,509, other assets of ~~$37,486,~~$20,711, and ~~the estimated fair value~~accrued payroll and payroll taxes of ~~contingent payments, net of $118,598.~~$15,273. In addition, net cash used in operating activities ~~was offset primarily by~~includes adjustments to reconcile net ~~loss~~profit from ~~stock based compensation – related party of $45,391, the accretion of the debt discount of $333,472,~~ depreciation expense of ~~$10,266,~~$1,279, amortization expense of ~~$162,270, the estimated fair market value of~~$15,305, stock issued for services of ~~$338,422, preferred share issued to CEO – related party~~$211,500, accretion of ~~$270,000, stock based compensation issued to employees~~original issuance costs of ~~$5,760, loss on extinguishment~~$44,683, and accretion of debt discount of ~~$691,371, the change in derivative liabilities of $283,495 and the change in warrant liabilities of $226,893.~~$286,391.

For the nine months ended September 30, ~~2016 (Predecessor),~~2020, net cash used in ~~operations~~operating activities was ~~$135,251.~~$549,056. Net cash used in operations was primarily due to a net loss of ~~$(434,570), offset primarily by depreciation expense of $5,912, amortization expense of $48,533, and the accretion of debt discount of $31,500,~~$807,568, and the changes in operating assets and liabilities of ~~$213,374,~~$22,201, primarily due to the ~~increase~~net changes in accounts payable of ~~$359,103,~~$180 and ~~inventory~~accrued payroll and payroll taxes of ~~$1,173,~~$22,021. In addition, net cash provided by operating activities was offset primarily by ~~prepaid expenses~~adjustments to reconcile net profit from the accretion of ~~$3,908,~~the debt discount of $210,836, accretion of original issuance costs of $24,875, and ~~accounts receivable~~amortization expense of ~~$36,850, deferred revenue of $96,423, and other current liabilities of $9,721.~~$600.

Cash Flows from Investing Activities – For the nine months ended September 30, ~~2017 (Successor),~~2021, net cash used in investing was $20,205 due to the purchase of property and equipment compared to cash flows from investing activities ~~was $68,328~~of $10,799 for ~~purchases~~the nine months ended September 30, 2020 due to the purchase of ~~computer equipment of $940 and $67,388 for~~ website development costs.

Cash Flows from Financing Activities – For the nine months ended September 30, ~~2016 (Predecessor),~~2021 and 2020, net cash ~~used in investing~~provided by financing was $1,660,000 due to common stock issued for cash of $1,465,000, proceeds from short term convertible notes of $250,000, and repayment of short-term convertible notes of $55,000 compared to cash flows from financing activities ~~was $90,984~~of $925,000 for ~~purchases of computer equipment of $129 and $90,855 for website development costs.~~

~~Cash Flows from Financing Activities~~ ~~–For~~ the nine months ended September 30, ~~2017 (Successor), net cash provided by financing activities was $121,632~~2020 due to the proceeds from short term notes of $147,504 offset partially by repayments of $25,872. For the nine months ended September 30, 2016 (Predecessor), net cash provided by financing activities was $183,903 due to proceeds from short term notes (net of issuance costs) of $225,600, proceeds from short term notes – related party of $82,553, and a cash overdraft of $2,065, offset primarily by repayments of short term notes of $126,315.convertible notes.

Financing– We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the case of equity financing.

~~Note Payable (Successor)~~Common Stock

~~On June 30, 2017, we entered into a Loan Agreement, a Secured Promissory Note (“Note”) and a personal guarantee with respect to the funding by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.~~of up to $1,125,000 in debt. Until December 31, 2018, we have the ability to request quarterly advances of up to the lesser of (i) $250,000 or (ii) one sixth (1/6) of the revenue reported in the Form 10-Q or 10-K for the previous calendar quarter or previous fiscal year, whichever is most recent, provided that such revenue generated a profit of at least 10 percent (10%). The ~~investors may advance the funds in their absolute discretion. In June 2017, the~~ Company was advanced $125,005. The Note shall become due and payable 18 months from each advance date. We must make payments to the investors in an amount of $350, including interest at 10% per annum, every business day from the date of the first advance, which shall be increased proportionately upon each advance. The Note is secured with our assets pursuant to a security agreement dated December 23, 2015. In addition, our CEO has personally guaranteed the Note. As additional consideration for the loan, the investors received 1,500,000 shares ofissued 500,000 restricted common ~~stock, in aggregate,~~shares to founders, valued at ~~$105,000(based~~$50 (based on ~~our stock price~~the par value on the date of grant) ~~along with $2,500~~ in ~~cash~~exchange for ~~reimbursement~~patent rights. The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of ~~expenses incurred and recorded as debt issuance costs with a balance at September 30, 2017~~the Securities Act of ~~$87,500~~. 1933.

The ~~note payable balance net~~Company has authorized 1,000,000,000 shares of ~~debt discount at September 30, 2017 was $20,725.~~

~~The Agreementand Note~~par value $0.0001 common stock, of which 500,000 shares are ~~being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.We arestill accounting for the interest in accordance with GAAP.~~

~~Due to Related Party~~

During the three and nine months ended September 30, 2017 (Successor), we received no advances from our CEO/director, incurred business expenses that were paid by the CEO/director of $962,172 (comprised of operating expenses of $946,669, inventory purchases totaling $5,650, website development costs of $8,913, and purchased equipment of $940) and had repayments of $631,035. We have a balance owed to the related party of $771,884 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017 (Successor), we incurred $45,000 and $135,000, respectively, of deferred compensation related to the CEO/director’s employment agreement and $20,000 and $60,000, respectively, of deferred compensation related to the Secretary’s employment agreement. As of September 30, 2017 (Successor), accrued compensation-related party was $971,000.

~~Advance from Shareholders (Predecessor)~~

CCI issued notes payable to Menno Holterman. As of December 31, 2014, CCI had borrowed $181,408 bearing interest at 10%. During the year ended December 31, 2015, CCI borrowed an additional $278,273 bearing no interest and had no repayments for a balance of $459,681outstanding at December 31, ~~2015~~2020.

On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“~~2015 Note”~~Agreement”). with a third party. The Company agreed to pay $20,000 per month and issue 15,000 shares of the Company’s common stock on the 60^thday of the term of the Agreement. This issuance will be pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares.

On October 20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On October 14, 2021, the Company issued a total of 47,000 shares of its common stock valued at $37,600 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry.

On July 14, 2021, the Company issued a total of 47,000 shares of its common stock valued at $47,000 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry.

On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock.

In April 2021, the Company initiated an offering of up to $1.5 million of the Company’s restricted common shares. The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.75 per share. On May 10, 2021, the Company closed the offering to investors and subsequently disclosed that it had entered into securities purchase agreements with accredited investors that resulted in the issuance of 1,172,000 shares of common stock and warrants to purchase an aggregate of 1,172,000 shares of the Company’s common stock for total proceeds totaling $1,465,000. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

On February 19, 2021, a previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021.

During the nine months ended September 30, ~~2016, CCI borrowed~~2021 and 2020, the Company issued 1,266,000 shares common shares to third parties for services and cash, 157,143 common shares to third parties in conjunction with the conversion of convertible promissory debentures, and 57,147 common shares to a third party with the exercise of warrants.

Convertible Promissory Debentures

Current Noteholders

Osher – $110,000

On February 10, 2021, the Company entered into an ~~additional $82,553 (“2016 Note”~~Original Issue Discount Senior Convertible Debenture (the “Note”) ~~bearing no interest~~with respect to the sale and ~~had no repayments (collectively, “2015~~issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and ~~2016 Notes”~~(ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $100,000 which was issued at a ~~balance~~$10,000 original issue discount from the face value of ~~$542,234 at September 30, 2016. For~~ the ~~2015~~Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.70 per share, subject to adjustment as provided therein, such as stock splits and ~~2016 Notes, we imputed interest on~~stock dividends.

On October 25, 2021, Osher elected to convert the aggregate principal amount of the ~~borrowings at 10% per annum. The terms~~Note, $110,000, into 157,143 common shares.

Osher – $457,380

On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of 80,209 shares of the ~~December 2014 note call for interest only payments payable~~Company’s Common Stock at an exercise price of $7.00 per share. The aggregate cash subscription amount received by the Company from Osher for the ~~first three and nine months~~issuance of the note and ~~beginning April 2015, payment of principal amortized over~~warrants was $350,005 which was issued at a $34,995 original issue discount from the ~~remaining term~~face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.094 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

Osher – $60,500

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Osher – $199,650

On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $165,000 which was issued at a $16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

	●	The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
	●	The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
	●	In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

Previous Noteholders

Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000)

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares.

Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500)

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares.

Previous Noteholder – $93,500

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares.

Previous Noteholder - $165,000

The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020:

	●	The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares.

Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000)

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note.
	●	The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares.

Previous Noteholder – $33,000

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

	●	The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share.
	●	The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares.

Previous Noteholder – $110,000

On May 10, 2021, the previous noteholder elected to convert the aggregate principal amount of a $110,000 convertible note ~~plus interest.~~issued on February 10, 2021 into 157,143 shares of the Company’s common stock.

Previous Noteholder – $55,000

Employment Agreements

Mr. Joyce receives an annual base salary of $455,000, plus bonus compensation not to exceed 50% of salary. Mr. Joyce’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due ~~June 1, 2016. As CCI is~~to a change in ~~default,~~control. Additionally, the ~~Holterman Notes were reclassed~~Company has agreed to ~~short term notes payable – related party. CCI recognized interest~~maintain a beneficial ownership target of 9% for Mr. Joyce. Mr. Joyce’s compensation was approved by the Reign Resources Corporation Board of Directors on October 6, 2020 and was among conditions of the Share Exchange Agreement that was completed with Sigyn Therapeutics on October 19, 2020. The Company incurred compensation expense of ~~$12,573~~$112,500 and ~~$35,813 under Other expense in the accompanying consolidated Statements~~$337,500, and $91,800 and $195,260, and employee benefits of ~~Operations~~10,104 and $19,000, and $5,106 and $15,318 for the three and nine months ended September 30, ~~2016 (Predecessor),~~2021 and 2020, respectively.

~~CCI~~

Sigyn had no employment agreement with its ~~CEO and director,~~CTO but ~~CCI~~Sigyn still incurred compensation on behalf of the ~~CEO and director. CCI~~CTO. The Company incurred compensation expense of ~~$20,110~~$60,000 and ~~$56,884 in the three~~$180,000, and ~~nine months ended September 30, 2016 (Predecessor), respectively. There were no amounts due to the CEO~~$65,000 and ~~director for unpaid amounts related to business expenses paid by the CEO on behalf of CCI. During the three~~$133,016, and ~~nine months ended September 30, 2016 (Predecessor), the CEO and director received~~ employee benefits ~~totaling $15,490~~of $3,261 and ~~$34,329, respectively. In addition, the CEO/director incurred business expenses of $1,250~~$12,157, and ~~$6,570~~$5,106 and ~~had repayments for business expenses of $0 and $180~~$15,318, for the three and nine months ended September 30, ~~2016 (Predecessor),~~2021 and 2020, respectively.

~~Stock Transactions (Successor)~~Media Advertising Agreement

~~In October 2017,~~On May 13, 2021, the Company ~~issued 2,175,012 restricted common shares~~mutually terminated the Media Relations Agreement (“Media Agreement”) with a third party for ~~services of $433,754 (based~~marketing and to promote brand awareness that was entered into on ~~our stock price on~~February 10, 2021. The Company agreed to pay $25,000 due in cash at the ~~date of grant).~~

~~During the nine months ended September 30, 2017, we issued 4,551,756 restricted common shares for services of $298,005 (based on our stock price on the date of grant).~~

~~On January 2, 2017, we issued 150,000 restricted common shares for payment of accounts payable of $14,985.~~

~~As of December 31, 2016, we previously issued common shares pursuant to the terms~~execution of the ~~Consent, Waiver and Modification Agreement (the “Agreement”)~~Media Agreement. No shares were issued in conjunction with the Media Agreement.

Bonus

On July 21, 2021, as a result of achieving certain ~~Purchasers~~milestones, the Board of ~~the December 2015 Purchase Agreement dated December 23, 2015. The waivers contained in the Agreement were related~~Directors agreed to an increase in the shares issuable under the Company’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by us, and allowing up to 20,000,000 shares of our common stock to be issued pursuant to a private or public offering at a price of not less than $0.30 per share. As consideration for the terms contained in the Agreement, as well as for a fee of $0.0001 per share, we issued an aggregate of 1,000,000 shares to the December 2015 Purchasers.

~~Stock Based Compensation (Successor)~~

~~As of December 31, 2016, our board of directors and shareholders previously authorized the adoption and implementation~~pay each of the Company’s ~~2015 Equity Incentive Plan (the “2015 Plan”). The principal purpose~~CEO and CTO a performance bonus equal to 5% of the 2015 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors to us and our related companies by providing them the opportunity to acquire a proprietary interest in us and to link their interests and efforts to the long-term interests of our shareholders. The material terms of the 2015 Plan are summarized in “Executive Compensation Plans and Other Benefit Plans” in this filing. Under the 2015 Plan, an aggregate of 20,000,000 shares of our common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and other stock and cash-based awards.annual salary totaling $34,750.

In October 2017, we issued a total of 62,000 restricted common shares to an employee, valued at $11,160 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan.

As of December 31, 2016, we issued a total of 400,000 restricted common shares to our Advisors, valued at $100,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to our 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. We will revalue the shares at each vesting period and recognize expense for the portion of the shares earned. We recognized compensation expense of $4,167 and $35,417 under general and administrative expenses in the accompanying consolidated Statements of Operations for the three and nine months ended September 30, 2017 (Successor), respectively. As of September 30, 2017, the Advisors had vested in 400,000 shares.

As of December 31, 2016, we previously issued our CEO, options for 10,000,000 shares of our common stock under the 2015 Plan, valued at $2,500,000 (based on the Black Scholes valuation model on the grant date). The Black-Scholes option-pricing model used the following weighted average assumptions as of December 31, 2016: (i) no dividend yield for each year, (ii) volatility of 35.6 percent, (iii) risk-free interest rate of 1.87 percent, (iv) stock price of $0.25, (v) exercise price of $0.005, and (vi) expected life of 6.0 years. The options will vest 50% on the first anniversary of the grant date (“First Year Vest”) and the remaining 50% of the shares shall vest in twelve (12) equal installments on the first day of each calendar month following the first anniversary of the grant date beginning on June 1, 2016 and ending on June 1, 2017 (“Second Year Vest”), provided that CEO is continuously employed by the Company from the grant date through such applicable vesting date. Notwithstanding the foregoing, 100% of the shares of the Company’s common stock subject to the option shall fully vest if the Company shall successfully sell all of the shares of its common stock included in the primary offering of such common stock by the Company pursuant to the registration statement on Form S-1 to be filed with the Securities and Exchange Commission within ninety (90) days of the grant date. The First Year Vest options will amortize to expense over a 12 month period beginning May 2015 through April 2016 and the Second Year Vest options will amortize to expense over a 24 month period beginning May 2015 through April 2017.

We recognized expense of $0 and $45,391 for the three and nine months ended September 30, 2017 (Successor), respectively, within stock based compensation in the accompanying consolidated Statement of Operations with no amounts remaining to be recognized.

Capital Expenditures

Other Capital Expenditures

We expect to purchase approximately $30,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Going Concern

WeThe accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately ~~$9,206,000 and $6,130,000~~$3,039,000 at September 30, ~~2017 (Successor) and December 31, 2016 (Successor), respectively,~~2021, had a working capital ~~deficit~~ of ~~$4,331,000 and $2,128,000~~approximately $287,000 at September 30, ~~2017 (Successor)~~2021 and $76,000 at December 31, ~~2016 (Successor),~~2020, respectively, had a net loss of approximately ~~$1,498,000~~$666,000 and ~~$3,076,000, and $113,000 and $435,000,~~$1,777,000 for the three and nine months ended September 30, ~~2017 (Successor) and September 30, 2016 (Predecessor), respectively,~~2021, and net cash used in operating activities of approximately ~~$174,000 and $135,000~~$1,221,000 for the nine months ended September 30, ~~2017 (Successor) and 2016 (Predecessor), respectively,~~2021, with ~~limited~~no revenue earned since ~~inception.~~inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

While ~~we are~~the Company is attempting to expand ~~operations~~its research and ~~increase revenues, our~~development activities, the Company’s cash position may not be ~~sufficient~~significant enough to support ~~our~~the Company’s daily operations. ~~We intend~~Management intends to raise additional funds by way of a ~~public~~private offering or ~~private offering. We believe~~an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for usthe Company to continue as a going concern. While ~~we believe~~management believes in the viability of ~~our~~its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that ~~effect. Our~~effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon ~~our~~the Company’s ability to further implement ~~our~~its business plan and generate revenues. Our current burn rate to maintain the minimal level of operations for us to be in a position to execute our business plan upon funding is anticipated to be no greater than $25,000 per month in cash. Joseph Segelman, our President and CEO, has agreed to underwrite these costs, if necessary, until we are able to more fully execute our business plan. In addition, until we begin to more fully execute our business plan, we will continue to defer and accrue salaries and thus will not require cash to make payments under employment agreements.

The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

The Commission has defined a company’s critical accounting policies as the ones that are most important to the portrayal of our financial condition and results of operations and which require us to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results.

~~The following are deemed to be the most significant accounting policies affecting us.~~

~~Use of Estimates~~

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, warrant liability valuation, derivative liability valuation, common stock and option valuation, valuation of acquired intangible assets, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~Revenue Recognition~~

We recognize revenues in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

We recognize revenue from product sales when the product is received and accepted by the customer, provided that collection of the resulting receivable is reasonably assured. While the products are being transported and delivered to the customer and until the products are accepted by the customer, the suppliers bear the risk of loss. Credit is granted generally for terms of 7 to 90 days, based on credit evaluations.

~~We currently have no return policy. We are currently evaluating our return policy to be more in line with industry standards.~~

~~Inventories~~

Inventories are stated at the lower of cost or market on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Our inventory consists of loose sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of September 30, 2017 (Successor) and December 31, 2016 (Successor), we carried primarily loose sapphire jewels and loose sapphire jewels held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. We appraise our inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, we review the inventory each quarter against industry prices from gem-guide and if there is a potential impairment, we would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the appraised value of the sapphires could be significantly lower from the current estimated fair value. Our loose sapphire jewels do not degrade in quality over time and are not subject to fashion trends. In view of the foregoing factors, we have concluded that no excess or obsolete loose jewel inventory reserve requirements existed as of September 30, 2017 and December 31, 2016, respectively.

~~Intangible Assets and Goodwill~~

~~Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business.~~

Intangible assets consist primarily of tradenames, proprietary designs, developed technology – website, and developed technology – Ipad application. Our intangible assets are being amortized on a straight-line basis over a period of three to ten years.

~~Impairment of Long-lived Assets and Goodwill~~

We evaluate goodwill for impairment annually as of December 31st, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill.

Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.

~~Deferred Revenue~~

Deferred revenue consists of customer orders paid in advance of the delivery of the order. The Company classifies deferred revenue as short-term as the typical order ships within three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met.

~~Deferred Revenue (Predecessor)~~

~~In March 2016, CCI entered into an agreement with Knight Capital LLC (“Knight”) whereby in exchange for $147,500, CCI agreed to sell Knight $199,125 of our future sales.~~

CCI accounted for the sale of future receivables in accordance with ASC 470, Debt, as deferred revenue on the date of the agreement. For the three and nine months ended September 30, 2016 (Predecessor), CCI repaid $23,000 and $100,000, respectively, to Knight.

~~Stock Based Compensation~~

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying consolidated Statements of Operations over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

~~For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “~~~~Equity~~~~” and FASB ASC Topic 718, “~~~~Compensation - Stock Compensation,”~~we perform an analysis of current market data and historical Company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our consolidated Statements of Operations and comprehensive income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

~~Non-Cash Equity Transactions~~

~~Fair Value of Financial Instruments~~

We apply the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2017 and December 31, 2016, the fair value of inventory, accrued compensation - related party, and advance from shareholder approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

~~Debt~~

~~We issue debt that may have separate warrants, conversion features, or no equity-linked attributes.~~

~~Debt with warrants~~ – When we issue debt with warrants, we treat the warrants as a debt discount, record as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated Statements of Operations. The offset to the contra-liability is recorded as additional paid in capital in our balance sheet. We determine the value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk free interest rate associated with the life of the debt, and the volatility of our stock. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated Statements of Operations. The debt is treated as conventional debt.

~~Convertible debt – derivative treatment~~ – When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the consolidated Statements of Operations. The debt discount is amortized through interest expense over the life of the debt.

~~Convertible debt – beneficial conversion feature~~ – If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF’). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. We amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated Statements of Operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated Statements of Operations.

~~If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.~~

~~Future Contractual Obligations and Commitments~~

As of September 30, 2017, other than noted below, we had no future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

~~Convertible Note Payable~~

~~November 2016 Securities Purchase Agreement (Successor)~~

As of December 31, 2016, the Purchasers of the December 2015 Securities Purchase Agreement previously exercised their right under Section 2.4 of the Purchase Agreement, in order to enter into a Subsequent Closing, as that term is defined in the Purchase Agreement, under the same terms as are included in the Purchase Agreement. The November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants were issued on November 10, 2016. November 2016 Purchasers received (i) November 2016 Incentive Shares at the rate of 2.8986 November 2016 Incentive Shares for each $1.00 of November 2016 Note principal issued to such November 2016 Purchaser; (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $0.12 (“November 2016 Purchaser Conversion Price”), the conversion price in effect on the November 2016 Initial Closing Date, as amended on May 30, 2017 to $0.08, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants was approximately $244,945 which was issued at a $42,557 original issue discount from the face value of the November 2016 Note.

~~December 2015 Securities Purchase Agreement (Successor)~~

As of December 31, 2016, we previously entered into a Securities Purchase Agreement (the “December 2015 Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha and Brio (collectively “December 2015 Purchasers”) of up to (i) 2,500,000 shares of our Common Stock (the “December 2015 Incentive Shares”); (ii) $862,500 aggregate principal amount of Secured Convertible Notes (the “December 2015 Notes”) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 10,781,250, as amended, shares of our Common Stock (the “December 2015 Warrants”). The December 2015 Incentive Shares, December 2015 Notes and December 2015 Warrants were issued on December 23, 2015 (the “December 2015 Original Issue Date”). December 2015 Purchasers received (i) December 2015 Incentive Shares at the rate of 2.8986 December 2015 Incentive Shares for each $1.00 of December 2015 Note principal issued to such December 2015 Purchaser; (ii) a December 2015 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s December 2015 Note; and (iii) December 2015 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s December 2015 Note principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”), the conversion price in effect on the December 2015 Initial Closing Date, as amended on May 30, 2017 to $0.08, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by us from the purchasers for the issuance of the December 2015 Incentive Shares, December 2015 Notes and December 2015 Warrants was approximately $724,500 (the “Subscription Amount”) which was issued at a $138,000 original issue discount from the face value of the December 2015 Note.

In addition, the November 2016 Note and the December 2015 Note provide that commencing six (6) months after the Original Issue Date, we will have the option of prepaying the outstanding principal amount of the Notes (an “Optional Redemption”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the Note through the Redemption Payment Date and 2.8986 shares of our Common Stock for each $1.00 of Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.

As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2017, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~, the Company recognized $691,371 as an extinguishment of debt under Other (income) expense in the accompanying consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor). The extinguishment of debt is comprised of changes in the fair value of warrant and derivative liabilities due to the amendment of the notes that were measured immediately prior to and subsequent to the amendment that resulted in extinguishment loss of $176,022 for the November 2016 Purchaser Warrants, $75,648 for the December 2015 Purchaser Warrants, $183,250 for the November 2016 Purchaser Conversion Shares, and $41,842 for the December 2015 Purchaser Conversion Shares, as well as $178,409 for the unamortized debt discount associated with the November 2016 Notes and $36,200 for the unamortized debt discount associated with the December 2015 Notes.

~~Note Payable~~

~~On June 30, 2017, we entered into a Loan Agreement, a Secured Promissory Note (“Note”) and a personal guarantee with respect to the funding by certain institutional investorsAlpha Capital Anstalt and Brio Capital Master Fund Ltd.~~of up to $1,125,000 in debt. Until December 31, 2018, we have the ability to request quarterly advances of up to the lesser of (i) $250,000 or (ii) one sixth (1/6) of the revenue reported in the Form 10-Q or 10-K for the previous calendar quarter or previous fiscal year, whichever is most recent, provided that such revenue generated a profit of at least 10 percent (10%). The investors may advance the funds in their absolute discretion. In June 2017, the Company was advanced $125,005. The Note shall become due and payable 18 months from each advance date. We must make payments to the investors in an amount of $350, including interest at 10% per annum, every business day from the date of the first advance, which shall be increased proportionately upon each advance. The Note is secured with our assets pursuant to a security agreement dated December 23, 2015. In addition, our CEO has personally guaranteed the Note. As additional consideration for the loan, the investors received 1,500,000 shares of restricted common stock, in aggregate, valued at $105,000~~(based on our stock price on the date of grant) along with $2,500 in cash for reimbursement of expenses incurred and recorded as debt issuance costs with a balance at September 30, 2017 of $87,500. The note payable balance net of debt discount at September 30, 2017 was $20,725.~~

~~The Agreementand Note are being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”.We arestill accounting for the interest in accordance with GAAP.~~

~~Employment Agreements~~

We previously had a consulting agreement with our CEO under which he was compensated $120,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either us or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of the employment agreement expires on December 31, 2018, unless earlier terminated by us or CEO. The agreement provides for automatic one-year renewals, unless either we or CEO give notice of our or his intention not to extend at least 90 days prior to the expiration of any term. In addition, CEO will receive a minimum annual base salary of $180,000, is eligible to receive an annual performance bonus each year, if performance goals established by our board of directors are met, and is entitled to participate in customary benefit plans. There have been no performance goals established. If we terminate CEO’s employment without cause, he will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by CEO and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 200% of the base salary and (iii) continued participation, at our expense, in our health and welfare programs for a period of two years after the date of termination. We incurred compensation expense of $45,000 and $135,000 for the three and nine months ended September 30, 2017 (Successor), respectively. Deferred compensation totaling $664,000 as of September 30, 2017 (Successor), is included in Accrued Compensation-Related Party. Deferred compensation includes $450,000 related to the employment agreement and $214,000 related to the consulting agreement. In addition, we incurred employee benefits on behalf of the CEO for the three and nine months ended September 30, 2017 (Successor) totaling approximately $3,531 and $11,977, respectively. Employee benefits include health and dental coverage, use of a car, car insurance, and a gym membership.

We previously had a consulting agreement with our secretary and director (“Secretary”) under which she was compensated $60,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either us or Secretary giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of the employment agreement expires on December 31, 2018, unless earlier terminated by us or Secretary. The agreement provides for automatic one-year renewals, unless either we or Secretary give notice of our or his intention not to extend at least 90 days prior to the expiration of any term. In addition, Secretary will receive a minimum annual base salary of $80,000. If we terminate Secretary’s employment without cause, she will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by director and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 50% of the base salary and (iii) continued participation, at our expense, in our health and welfare programs for a period of two years after the date of termination. We incurred compensation expense of $20,000 and $60,000 for the three and nine months ended September 30, 2017 (Successor), respectively. Deferred compensation totaling $307,000 as of September 30, 2017 (Successor), is included in Accrued Compensation-Related Party. Deferred compensation includes $193,333 related to the employment agreement and $113,667 related to the consulting agreement. In addition, we incurred employee benefits on behalf of the Secretary for the three and nine months ended September 30, 2017 (Successor) totaling approximately $1,798 and $5,378, respectively. Employee benefits include use of a car and car insurance.

During the nine months ended September 30, 2017 (Successor), we received no advances from our CEO/director, incurred business expenses that were paid by the CEO/director of $966,068 (comprised of operating expenses of $950,565, inventory purchases totaling $5,650, website development costs of $8,913, and purchased equipment of $940) and had repayments of $631,524. We have a balance owed to the related party of $775,291 at September 30, 2017 (Successor). During the three and nine months ended September 30, 2017 (Successor), we incurred $45,000 and $135,000, respectively, of deferred compensation related to the CEO/director’s employment agreement and $20,000 and $60,000, respectively, of deferred compensation related to the Secretary’s employment agreement. As of September 30, 2017 (Successor), accrued compensation-related party was $971,000.

~~Consulting Agreement~~

On December 1, 2016, we entered into a consulting agreement with Owen deVries, CCI’s CEO and director. The agreement calls for Mr. deVries to develop strategic partnerships and international business on our behalf for initial monthly payments of $11,000. The agreement was amended in April 2017 to reduce the monthly payment to $4,000. The agreement may be terminated given 90 day written notice.

~~Contingent Payments~~

On December 1, 2016, we acquired substantially all of the operating assets of CCI. As part of the purchase price of the operating assets of CCI, there is a cash payment of $500,000 contingent upon a future offering and earn out payments for all sales of CCI and RGNP products sold via CCI sales channels for the 2017, 2018, 2019 and 2020 calendar years. The estimated fair value of the contingent payments totaled $424,511 and was recognized as a liability in the accompanying consolidated balance sheets as of December 31, 2016 (Successor). During the nine months ended September 30, 2017 (Successor), ASK Gold and CCI each earned $23,578 of earn out payments for a total of $47,156. In addition, the Company paid $95,020 in reimbursement expenses (“Reimbursement Expenses”) that were the responsibility of CCI and will be applied against current and future earn out payments to CCI. We applied $23,578 of earn out payments owed to CCI against the Reimbursement Expenses for a net balance of $71,442 owed by CCI to us as of September 30, 2017 that is recorded in estimated fair value of contingent payments, net in the accompanying consolidated balance sheets. As of September 30, 2017 (Successor), estimated fair value of contingent payments, net was $305,913.

~~Recent Accounting Pronouncements~~

Refer to Note 3 in the accompanying notes to the unaudited condensed consolidated financial statements for critical accounting policies.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

As of September 30, ~~2017 (Successor),~~2021, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

●

a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;

●

liquidity or market risk support to such entity for such assets;

●

an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or

●

an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation

We do not believe that inflation has had a material effect on our results of operations.

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

AsWe are a ~~“smaller~~smaller reporting company” as defined by ~~Item 10~~Rule 12b-2 of ~~Regulation S-K, we~~the Securities Exchange Act of 1934 and are not required to provide the information ~~in Item 3.~~under this item.

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

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Principal Executive and Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our ~~Chief~~Principal Executive ~~Officer (“CEO”)~~ and ~~Chief~~ Financial and Accounting Officer, ~~(“CFO”),~~ has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e)~~, using the criteria in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(2013),~~ as of the end of the period covered by this report. Based on such evaluation, management identified deficiencies that were determined to be a material weakness.

~~A material weakness~~Management’s Report on Internal Controls over Financial Reporting

The Company’s management is ~~a deficiency, or a combination of deficiencies,~~responsible for establishing and maintaining effective internal control over financial reporting (as defined in ~~disclosure controls and procedures, such that there is a reasonable possibility that a material misstatement~~Rule 13a-l5(f) of the ~~company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because~~Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Based on that assessment, management believes that, as of September 30, 2021, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses described below, management concluded that our disclosure controls and procedures were ineffective as of end of the period covered by this report to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules.listed below.

The specific material weaknesses identified by the ~~Company’s~~company’s management as of end of the period covered by this report include the following:

●

we have not performed a risk assessment and mapped our processes to control objectives;

●

we have not implemented comprehensive entity-level internal controls;

●

we have not implemented adequate system and manual controls; ~~and;~~and

●

we do not have sufficient segregation of duties. As such, the officers approve their own related business expense reimbursements

Despite the material weaknesses reported above, our management believes that our unaudited condensed consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this report.

Management’s Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

However, weplan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

(i)	~~(i)~~	appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies;

(ii)	hire a New Big 4 CFO with experience working in publicly traded companies and hire a staff person to support the CFO.

The remediation efforts set out herein will be implemented in the ~~current 2017~~2022 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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.

Management believes that despite our material weaknesses set forth above, our unaudited condensed consolidated financial statements for the ~~three~~nine months ended September 30, ~~2017~~2021 are fairly stated, in all material respects, in accordance with U.S. GAAP.

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

There ~~were~~have been no changes in ~~the Company’s~~our internal control over financial reporting during the ~~quarter ended~~nine months ending September 30, ~~2017~~2021 that have materially affected, or are reasonably likely to materially affect, our internal ~~controls~~control over financial reporting. ~~We will continue to evaluate the effectiveness of internal controls and procedures on an ongoing basis.~~

PART II – OTHER INFORMATION

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

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our business or has a material interest adverse to our business.

~~ITEM~~Item 1A. ~~RISK FACTORS.~~Risk Factors.

We are a ~~smaller reporting company~~Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. We have filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, that was declared effective on May 4, 2016 and readers of this report should refer to and read the section on “Risk Factors” in such Form S-1 for important information relating to our company, our industry, our securities and the offering of our securities that is the subject of such Form S-1.

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

On ~~August 28, 2017, we~~February 19, 2021, a previous noteholder exercised warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021.

On October 14, 2021, the Company issued a total of ~~100,000 immediately vesting~~47,000 shares of its restricted common ~~shares to a member of our Advisors,~~stock valued at ~~$5,000~~$37,600 (based on the ~~fair value~~stock price of the ~~services~~Company’s common stock on the date of ~~grant)~~issuance) to a third party, for ~~outside advisory and consulting services~~communications to the financial industry. This issuance was pursuant to ~~our 2015 Equity Incentive Plan.~~Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

~~In July 2017, we issued~~On October 20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of ~~10,000 restricted~~the Company’s common ~~shares~~stock at $1.25. For each share purchased, the investor received a five-year warrant to ~~two employees, valued~~purchase one share of common stock at ~~$600 (based on our stock price on~~$1.25 per share. No commissions were paid in the ~~date of grant) as compensation~~offering. This issuance was pursuant to Section 4(a)(2) of the ~~Company’s 2015 Equity Incentive Plan.~~Securities Act of 1933, as amended, in a transaction exempt from registration.

~~During~~On October 22, 2021, the ~~three months ended September 30, 2017,~~Company and Osher amended the October 20, 2020 convertible debt agreements for the maturity date from October 20, 2021 to October 20, 2022. In exchange for the extension of the Notes, the Company issued ~~3,821,756 restricted~~Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common ~~shares for services~~stock at an exercise price of ~~$210,905 (based on our stock price on~~$1.00 per share.

On October 25, 2021, Osher elected to convert the ~~date~~aggregate principal amount of ~~grant).~~the Note, $110,000, into 157,143 common shares.

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES.~~Defaults Upon Senior Securities.

As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2017, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Based on ASC 470-50-40,~~Extinguishments of Debt~~, the Company recognized $691,371 as an extinguishment of debt under Other (income) expense in the accompanying consolidated Statements of Operations for the nine months ended September 30, 2017 (Successor).None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURE.~~Mine Safety Disclosure.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act. During the quarter ended September 30, ~~2017,~~2021, we did not have any projects that were in production and as such, were not subject to regulation by MSHA under the Mine Act.

Item 5. Other Information.

None.

~~ITEM 5. OTHER INFORMATION.~~

~~None.~~

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

~~The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:~~

Exhibit ~~No.~~ Number		Description
3.1*		Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 22, 2015 and as currently in effect. (Filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)
31.1*
3.2*		Bylaws of the Registrant, as currently in effect (Filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed by the Registrant on May 27, 2015, and incorporated herein by reference).

10.1*+		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (Filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed by the Registrant on May 27, 2015, and incorporated herein by reference).

10.2*+		Employment Agreement, dated April 1, 2015, between the Registrant and Joseph Segelman (Filed as Exhibit 10.2 to the Registration Statement on Form S-1 filed by the Registrant on May 27, 2015, and incorporated herein by reference).

10.3*+		Employment Agreement, dated April 1, 2015, between the Registrant and Chaya Segelman (Filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed by the Registrant on May 27, 2015, and incorporated herein by reference).

10.4*+		2015 Equity Incentive Plan, as amended and currently in effect (Filed as Exhibit 10.8 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.5*+		Share Option Agreement, dated May 1, 2015, between the Registrant and Joseph Segelman (Filed as Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Registrant on May 27, 2015, and incorporated herein by reference).

10.6*		Securities Purchase Agreement dated as of December 23, 2015 by and among the Registrant and the Purchasers defined and identified therein (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.7*		Form of Secured Convertible Note issued under the Securities Purchase Agreement included as Exhibit 10.6 (Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.8*		Security Agreement dated as December 23, 2015 by and among the Company and the Collateral Agent and Secured Parties defined and identified therein. (Filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.9*		Corporate Guaranty dated as December 23, 2015 entered into by Australian Sapphire Corporation as guarantor for the benefit of the Collateral Agent and the Lenders defined and identified therein. (Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.10*		Guarantor Security Agreement dated as December 23, 2015 by and among Australian Sapphire Corporation as guarantor and the Collateral Agent and Secured Parties defined and identified therein delivered in connection with the Corporate Guaranty included as Exhibit 10.9. (Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.11*		Personal Guaranty dated as December 23, 2015 entered into by Joseph Segelman as guarantor for the benefit of the Collateral Agent and the Lenders defined and identified therein. (Filed as Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.12*		Form of Common Stock Purchase Warrant issued under the Securities Purchase Agreement included as Exhibit 10.6 (Filed as Exhibit 10.7 to the Current Report on Form 8-K filed by the Registrant on December 24, 2015 and incorporated herein by reference)

10.13*		Asset Purchase Agreement dated December 1, 2016 (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 1, 2016 and incorporated herein by reference)

10.14*		Assignment and Assumption Agreement under the Asset Purchase Agreement dated December 1, 2016 (Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on December 1, 2016 and incorporated herein by reference)

10.15*		Bill of Sale under the Asset Purchase Agreement dated December 1, 2016 (Filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on December 1, 2016 and incorporated herein by reference)

10.16*		Confidentiality and Proprietary Rights Agreement under the Asset Purchase Agreement dated December 1, 2016 (Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on December 1, 2016 and incorporated herein by reference)

10.17*		Intellectual Property Assignment Agreement under the Asset Purchase Agreement dated December 1, 2016 (Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on December 1, 2016 and incorporated herein by reference)

10.18*		Securities Purchase Agreement dated as of November 10, 2016 by and among the Registrant and the Purchasers defined and identified therein (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on November 10, 2016 and incorporated herein by reference)

10.19*		Form of Secured Convertible Note issued under the Securities Purchase Agreement included as Exhibit 10.1 (Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on November 10, 2016 and incorporated herein by reference)

10.20*		Form of Common Stock Purchase Warrant issued under the Securities Purchase Agreement included as Exhibit 10.1 (Filed as Exhibit 10.7 to the Current Report on Form 8-K filed by the Registrant on November 10, 2016 and incorporated herein by reference)

31.1		Certification by ~~Chief~~Principal Executive ~~Officer~~ and ~~Chief~~ Financial and Accounting Officer pursuant to Rule 13a-14(a).

32.1*32.1		Certification by ~~Chief~~Principal Executive ~~Officer~~ and ~~Chief~~ Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**	~~XBRL Interactive Data Files~~
101		The following materials from Reign Resources’ Annual Report on Form 10-K for the year ended December 31, 2016 are formatted in XBRL (Extensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statement of Shareholders’ Deficit, (iv) the Statements of Cash Flow, and (v) Notes to Financial Statements.

*		Previously filed.
*	~~Filed herewith.~~
+		Management contract or compensatory plan

** In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 ofAll references to Registrant’s Forms 8-K, 10-K and 10-Q include reference to File No. 000-55575

SIGNATURES

Pursuant to the ~~Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18~~requirements of the Securities Exchange Act of 1934, ~~as amended, and otherwise are not subject to liability under those sections.~~

~~SIGNATURES~~

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

	~~REIGN SAPPHIRE CORPORATION~~		Sigyn Therapeutics, Inc. a Delaware corporation

~~Date:~~Dated: November ~~13, 2017~~12, 2021	By:	/s/ ~~Joseph Segelman~~	James Joyce
		~~Joseph Segelman~~James Joyce
		Chief Executive Officer, Chief Financial Officer and Director (Principal Executive ~~Officer~~ and ~~Principal~~Financial and Accounting Officer)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

	Large accelerated filer	☐	Accelerated filer		☐
	Non-accelerated filer	☒	Smaller reporting company	☒
~~Non-accelerated filer (Do~~	(Do not check if a smaller reporting company)	☐	~~Smaller reporting company~~		☑

		Emerging Growth Company		☐☒

66●	“Sigyn” refers to Sigyn Therapeutics, Inc., a Delaware corporation;
●			“Commission” refers to the Securities and Exchange Commission;
~~Signatures~~●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and
●	67	“Securities Act” refers to the Securities Act of 1933, as amended.

Heading			Page

PART I -– FINANCIAL INFORMATION

Item 1.	~~Condensed Consolidated~~ Financial Statements ~~(unaudited)~~			3	4

	Condensed Consolidated Balance Sheets –as of September 30, ~~2017~~2021 (Unaudited) and December 31, ~~2016 (audited)~~2020			3	4

	Unaudited Condensed Consolidated Statements of Operations –for the Three and Nine months ended September 30, ~~2017~~2021 and ~~2016~~2020			4	5

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine months ended September 30, 2021 and 2020		6

	Unaudited Condensed Consolidated Statements of Cash Flows –for the Nine months ended September 30, ~~2017~~2021 and ~~2016~~2020			5	7

	Notes to the Unaudited Condensed Consolidated Financial Statements			6	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			36	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			63	48

Item 4.	Controls and Procedures			63	48

PART II – OTHER INFORMATION

~~PART II - OTHER INFORMATION~~Item 1.
Legal Proceedings			49

~~Item 1.~~Item1A.	~~Legal Proceedings~~Risk Factors			65	50

~~Item 1A.~~	~~Risk Factors~~			65

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			65	50

Item 3.	Defaults Upon Senior Securities			65	50

Item 4.	Mine Safety Disclosure			66	50

Item 5.	Other Information		50
~~Item 5.~~	~~Other Information~~			66
Item 6.	Exhibits		51

~~Item 6.~~SIGNATURES		~~Exhibits~~		53

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash	$	502,976		$	84,402
Accounts receivable		-			-
Inventories		586,047			586,047
Notes receivable		-			-
Other current assets		27,509			-
Total current assets		1,116,532			670,449

Property and equipment, net		20,654			1,728
Intangible assets, net		6,600			21,905
Operating lease right-of-use assets, net		276,326			-
Other assets		20,711			-
Total assets	$	1,440,823		$	694,082

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,874		$	16,005
Accrued payroll and payroll taxes		44,434			59,707
Short-term convertible notes payable, less unamortized debt issuance costs of $46,757 and $97,832, respectively		684,743			518,668
Current portion of operating lease liabilities		38,524			-
Other current liabilities		29,209			523
Total current liabilities		829,784			594,903
Long-term liabilities:
Operating lease liabilities net of current portion		252,807			-
Total long-term liabilities		252,807			-
Total liabilities		1,082,591			594,903

Stockholders’ equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 36,728,803 and 35,201,513 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		3,673			3,520
Additional paid-in-capital		3,393,146			1,356,799
Accumulated deficit		(3,038,587	)		(1,261,140	)
Total stockholders’ equity		358,232			99,179
Total liabilities and stockholders’ equity	$	1,440,823		$	694,082

	September 30,			December 31,
	2017			2016
	Successor			Successor
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	21,860		$	149,607
Accounts receivable		17,322			—
Inventory		726,139			723,602
Prepaid expenses		—			1,667
Total current assets		765,321			874,876

Equipment, net		28,724			38,050
Intangible assets, net		852,377			947,259
Goodwill		481,947			481,947
Total assets	$	2,128,369		$	2,342,132

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	172,480		$	31,940
Due to related party		771,884			440,747
Accrued compensation - related party		971,000			776,000
Deferred revenue		41,334			78,820
Short term notes payable		13,407			—
Convertible notes payable, less unamortized debt discount of $0 and $273,859 at September 30, 2017 and December 31, 2016, respectively		1,150,002			588,641
Derivative liabilities		662,250			153,663
Estimated fair value of contingent payments, net		305,913			424,511
Warrant liabilities		951,859			473,296
Other current liabilities		55,811			35,571
Total current liabilities		5,095,940			3,003,189
Long-term liabilities:
Note payable, less unamortized debt issuance costs of $87,500 at September 30, 2017		20,725			—
Convertible notes, less unamortized debt discount of $256,722 at December 31, 2016		—			30,780
Total long-term liabilities		20,725			30,780
Total liabilities		5,116,665			3,033,969

Commitments and contingencies

Shareholders’ deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 1 and no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		—			—
Common stock, $0.0001 par value, 150,000,000 shares authorized; 49,971,310 and 43,414,687 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		4,997			4,342
Additional paid-in-capital		6,212,455			5,433,552
Accumulated deficit		(9,205,748	)		(6,129,731	)
Total shareholders’ deficit		(2,988,296	)		(691,837	)
Total liabilities and shareholders’ deficit	$	2,128,369		$	2,342,132

	For the Nine Months			For the Nine Months			For the Three Months			For the Three Months
	Ended September 30,			Ended September 30,			Ended September 30,			Ended September 30,
	2017			2016			2017			2016
	Successor			Predecessor			Successor			Predecessor

Net revenues	$	960,497		$	1,437,330		$	255,975		$	342,164

Cost of Sales		372,670			661,586			98,465			164,979

Gross Profit		587,827			775,744			157,510			177,185

Operating expenses:
Advertising and marketing expenses		394,579			225,620			171,285			17,056
Stock based compensation - related party		619,156			—			211,505			—
General and administrative		1,110,740			867,964			354,933			236,639
Total operating expenses		2,124,475			1,093,584			737,723			253,695
Loss from operations		(1,536,648	)		(317,840	)		(580,213	)		(76,510	)

Other (income) expense:
Change in fair value of warrant liabilities		226,893			—			366,505			—
Change in fair value of derivative liabilities		283,495			—			531,010			—
Extinguishment of debt		691,371			—			—			—
Other income		—			(2,375	)		—			—
Interest expense		337,610			119,105			19,971			36,252
Total other expense, net		1,539,369			116,730			917,486			36,252

Loss before income taxes		(3,076,017	)		(434,570	)		(1,497,699	)		(112,762	)
Income taxes		—			—			—			—

Net loss	$	(3,076,017	)	$	(434,570	)	$	(1,497,699	)	$	(112,762	)

Net loss per share, basic and diluted	$	(0.07	)	$	(0.04	)	$	(0.03	)	$	(0.01	)

Weighted average number of shares outstanding Basic and diluted		45,372,823			10,032,000			48,034,278			10,032,000

	September 30, 2017		December 31, 2016
	Successor		Successor

Raw materials	$	474,983	$	478,096
Work-in-process		117,011		111,361
Samples		134,145		134,145
	$	726,139	$	723,602

	September 30, 2017			December 31, 2016

Expected dividend yield		0.00	%		0.00	%
Expected stock-price volatility		52.5	%		55.0	%
Risk-free interest rate		1.77	%		1.93	%
Expected term of options (years)		0.3			1.5 - 5
Stock price	$	0.16		$	0.11
Exercise price	$	0.30		$	0.30


Derivative liabilities:
December 31, 2016	$	153,663
Increase in fair value		248,480
Change due to extinguishment of debt		225,092
Valuation of November 2016 Optional Redemption shares		35,015
September 30, 2017	$	662,250

Warrant liabilities:
December 31, 2016	$	473,296
Increase in fair value		226,893
Change due to extinguishment of debt		251,670
September 30, 2017	$	951,859

	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value *
Outstanding at December 31, 2016		10,000,000	$	0.005	$	1,100,000
Granted		—		—		—
Exercised		—		—		—
Expired/Forfeited		—		—		—
Outstanding at September 30, 2017		10,000,000	$	0.005	$	1,600,000
Exercisable at September 30, 2017		10,000,000	$	—	$	—

Expected to be vested		10,000,000	$	0.005	$	—

	Nine Months Ended September 30, 2017 (Successor)			Nine Months Ended September 30, 2016 (Predecessor)

Net revenues	$	960,497		$	1,437,330
Cost of sales		372,670			661,586
Gross Profit		587,827			775,744
Operating expenses		2,124,475			1,093,584
Other expense		1,539,369			116,730
Net loss from continuing operation	$	(3,076,017	)	$	(434,570	)