UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
	OF THE SECURITIES ACT OF 1934

For the fiscal year ended December 31, ~~2017~~2018

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

Commission File Number: 000-55345

ZERO GRAVITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		46-1779352
(State or other jurisdiction of Incorporation or organization)		(IRS Employer Identification No.)

190 NW Spanish River Boulevard, Boca Raton, Florida 33431
(Address, including zip code, of principal executive offices)

(561) 416-0400
(Registrant's telephone number, including area code)

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

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

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		N/A

Title of Class
Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐ No ☑

Indicate by check mark whether the 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 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 ☑

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

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated isfiler, ~~not~~smaller ~~contained~~reporting ~~herein~~company, ~~and~~or ~~will~~an ~~not~~emerging begrowth ~~contained,~~company. toSee the ~~best~~definitions of ~~registrant's~~“large ~~knowledge~~accelerated filer”, “accelerated infiler”, ~~definitive~~“smaller ~~proxy~~reporting orcompany”, ~~information~~ ~~statements~~and ~~incorporated~~“emerging bygrowth ~~reference~~company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ☐

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, ~~smaller~~☐ ~~reporting~~Smaller ~~company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller~~ reporting company”, ☒ ~~and~~Emerging ~~“emerging~~ growth company” ~~ in Rule 12b-2 of the Exchange Act.~~☐

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

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 provided 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 ☐ No ☑

As of June 30, ~~2017~~2018, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $1724,~~565~~552,~~231 in a private placement transaction of approximately $1.40 per share~~ 892 based on management's estimate of fair value (as there have been nominal to no trades that have occurred in the past twelve months on OTC Pink).

As of ~~August~~October 1316, ~~2018~~2019, the registrant had 4039,~~954~~249,~~112~~863 shares of common stock issued and outstanding.

Documents incorporated by reference: None.

Table of Contents

ZERO GRAVITY SOLUTIONS, INC.

FORM 10-K ANNUAL REPORT

DECEMBER 31, ~~2017~~2018

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1817
Item 1B.	Unresolved Staff Comments	1918
Item 2.	Properties	1918
Item 3.	Legal Proceedings	1918
Item 4.	Mine Safety Disclosures	1918
PART II
Item 5.	Market for the Registrant’s Common Stock and Related Stockholder Matters	1918
Item 6.	Selected Financial Data	2122
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2829
Item 8.	Financial Statements and Supplementary Data	2829
Item 9.	Changes in and/or Disagreements with Accountants on Accounting and Financial Disclosure	2829
Item 9A.	Controls and Procedures	2930
Item 9B.	Other Information	3031
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3031
Item 11.	Executive Compensation	3435
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3738
Item 13.	Certain Relationships and Related Transactions and Director Independence	4041
Item 14.	Principal Accountant Fees and Services	4344
PART IV
Item 15.	Exhibits and Financial Statement Schedule	4445
Item 16.	Form 10-K Summary	45

Table of Contents

FORWARD-LOOKING STATEMENTS

Statements in this report may be "“forward-looking statements."” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in ~~this report, including the risks described under "Risk Factors" and~~ any ~~risks described in any other~~ filings we make with the U.S Securities and Exchange Commission (“SEC”). Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate these estimates, including those related to useful lives of property and equipment, the allowance for doubtful accounts and stock based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

PART I

ITEM 1.

BUSINESS

Company Overview

Organizational structure

Zero Gravity Solutions, Inc. a Nevada corporation (including its predecessors, “we”, “us”, “our”, the "“ Company"”, “ZGSI” or the "“ Registrant"”), ~~a Nevada corporation,~~ is an agricultural based biotechnology company focused on commercializing technology derived from, and designed for long term spaceflight and planetary colonization with significant applications to agriculture on ~~Earth~~earth. These technologies are focused on improving world agriculture by providing valuable solutions to challenges facing humanity, including climate change stress and soil degradation threats to agricultural production and the increasing inability to feed the world’s rapidly growing population. The Company’s business model ~~focuses~~is focused on ~~two~~its primary ~~business~~technology ~~segments:~~application, 1) BAM-FX™® which is a cost effective, ionic nutrient delivery platform and stimulant for plants that ~~delivers~~promotes ~~minerals and micronutrients systemically at~~ the ~~cellular~~delivery ~~level~~ of aminerals ~~plant,~~ and 2)micronutrients Directed Selection™ which relates to the production and alteration of new varieties of novel stem cells with unique and beneficial characteristics in the prolonged zero/micro gravity environment of the International Space Stationsystemically. ~~These novel stem cells, if developed, could be patented for commercial sale to third parties in the agricultural and human regenerative medical markets.~~ ZGSI is headquartered in Boca Raton, Florida.

Our business activities are ~~separated~~conducted ~~between~~in ~~two~~our wholly owned ~~subsidiaries~~subsidiary, BAM Agricultural Solutions, Inc. (“BAM.”) and our 98% owned subsidiary, Specialty Agricultural Solutions, Inc. (“SASI”). BAM oversees BAM-FX™®’s commercial introduction and business development through product trials and validation with crop growers and distributors that have established business networks in agricultural markets, manufacturing, sales and agronomy support. ~~Zero~~In ~~Gravity~~addition, ~~Life~~BAM manages ~~Sciences~~the ~~Inc.~~introduction ~~(“ZGLS”)~~of isGardener’s ~~responsible~~Choice®, a ready to use product for ~~any~~the ~~space~~home ~~research~~and ~~projects~~garden retail markets. SASI, ~~life~~which ~~science~~was ~~applications~~incorporated ofin ~~our~~2018, ~~technology~~is ~~and~~introducing ~~conducting~~a ~~research~~commercial onproduct ~~future~~for ~~BAM~~sale ~~Inc.~~by ~~product~~hydroponic ~~lines.~~legal Wecannabis ~~believe~~and ~~that~~hemp ~~the~~grow ~~separation~~operations. ofZero ~~these~~Gravity ~~functions~~Life ~~and~~Sciences ~~the~~Inc. ~~corresponding~~(“ZGLS”) ~~allocation~~was oforiginally ~~management~~formed byfor ~~expertise~~space ~~will~~research ~~enable~~projects, uslife toscience ~~improve~~applications of our ~~performance~~technology and ~~provide~~conducting ~~focus~~research on ~~our~~future ~~different~~BAM product ~~business~~lines. ~~activities~~ZGLS is currently inactive.

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Operating Activity Overview

~~During~~● ~~2017,~~ the ~~Company~~commercial ~~devoted~~roll ~~significant~~out ~~resources to domestic and international trials with both growers and independent third parties. Commercial agricultural markets generally adopt new products after a number~~ of ~~years of successful trials showing consistent results. The Company believes that~~ BAM-FX™®, ~~has begun~~ to ~~gain~~domestic ~~market recognition~~ and ~~acceptance. With~~international ~~continuing~~agricultural product technical support for application timing and dosage rates, validation of the technology attributes and proper product pricing providing growers an appropriate return on their investment, the Company expects to see growers purchase commercial quantities of BAM-FX™ either directly from the company or through the Company’s distributors during 2018, domestically and internationally.markets;

In● ~~excess~~the introduction of ~~one~~Gardener’s ~~hundred and fifty trials were conducted during 2017. The trials included both grower experience and third-party validation on crops including~~Choice®, ~~but~~a ~~not~~ready ~~limited~~ to, ~~tomato,~~use ~~grape,~~home ~~berry, onion, soybean, wheat, cotton, melon, stone fruit, corn, tobacco~~ and ~~cannabis.~~garden ~~We believe successful grower experience trials positively affect marketing effort by word of mouth. For commercial markets to develop rapidly~~product, ~~third~~sold ~~party~~in ~~validation~~a ~~trials~~spray ~~are~~bottle ~~necessary. A number of third-party validation trials planned for 2017 were not funded due to lack of financial resources. As a result~~configuration, ~~our~~which ~~team~~targets offlower ~~six agronomists~~ and ~~certified~~vegetable ~~crop~~garden ~~advisors~~enthusiasts ~~confined~~through ~~their~~home ~~2017 efforts to identifying appropriate product application timing in crop growth cycles~~ and ~~dosage~~garden ~~rates~~retail tooutlets; ~~maximize yield, quality~~ and ~~plant health.~~

~~For~~● ~~2018,~~ the ~~Company~~development ~~plans to focus on a limited number~~ of ~~crops~~retail ~~that have high market value for the grower~~ and ~~have~~commercial ~~shown~~markets ~~significant yield and quality improvement from prior tests. Final trial results~~ for ~~tobacco crops from 2017 were completed during the first quarter of 2018 and showed an increase in crop yield of 25% using~~ BAM-FX™® ~~over~~aimed ~~the~~at ~~control~~legal crop in certain trials. Although we believe that these yields are replicable in growing conditions conducted, we continue to refine our application protocols for yield improvement in both domestic and international growing conditions. The Company expects to target tobacco crop growers inof 2018 in addition to growers in other high market value crops, with which successful trials have been conducted including grape, soy bean, avocado and berries. Also, based upon significant improvements in yield and quality on medicinal cannabis ~~from testing with growers in Mendocino~~ and ~~Humboldt Counties in California, the Company will add cannabis to its list of target crops for 2018~~hemp.

BAM-FX® ~~Agricultural~~is ~~Solutions,~~an ~~Inc.,~~enabling ~~has~~technology ~~entered~~platform, ~~into~~registered as a ~~License~~fertilizer ~~and~~application ~~Distribution~~in ~~Agreement~~fifty ~~with~~(50) adomestic ~~group~~states ofand ~~Mexican~~approved ~~businessmen~~for ~~with~~commercial ~~longstanding~~import ~~relationships~~and ~~with~~sale ~~markets~~ in ~~Mexico~~Chile, ~~and~~Colombia, aChina, ~~successful~~Paraguay, ~~history~~India inand ~~building~~Brazil. Gardener’s ~~companies~~Choice® inis ~~Mexico~~a ~~and~~product inderived from the ~~US.~~core ~~The~~BAM-FX® technology ~~initial~~registered ~~crops~~as ~~they~~a ~~will~~fertilizer beapplication ~~working~~and ~~with~~approved ~~are~~for sale ~~avocados~~in ~~and~~all ~~strawberries~~fifty (50) domestic states.

During 2018, the Company prudently devoted resources to domestic and international trials with growers and independent third parties for both commercial and retail, ready to use, products.

Commercial agricultural markets generally adopt new products after multiple years of successful trials showing consistent results. The Company believes that BAM-FX^® will gain market recognition and acceptance as it continues technical product development and support for application timing and dosage rates, validation of the technology attributes and proper product pricing providing growers an appropriate return on their investment. The Company conducted commercial trials on high value crops domestically and internationally during 2018.

The Company, through its affiliation with Nurture Earth, a technology development and outsource research and development company headquartered in Aurangabad, India, conducted extensive product development trials on claims and efficacy of Gardener’s Choice^® in 2018. In addition, research and trial work performed on pigeon pea and pomegranate showed BAM-FX^® applications activated natural latent plant defenses to limit or eliminate the impact of biotic pathogens. The pathogens include aspergillus or collar rot on newly germinated pigeon pea and Telya disease or bacterial blight in pomegranate.

The Company also conducted significant domestic trials on avocado and wine grape during 2018. The avocado trials are conducted in cooperation with the California Avocado Commission and with our distribution partner in Mexico. Early trial results have shown improvement in micronutrient and chlorophyll levels. Yield and quality results from these trials are expected in 2019. Wine grape trials in California commenced in May 2018 treating 40 acres of Pinot Noir grapes against 40 acres of control and concluded during the fourth quarter of 2018. Yield and quality results in treated vines, which were under pressure from a viral disease, red blotch, matched the quality and yield of the untreated control without pressure from red blotch. The wine grape trial reinforced the Company’s claim that BAM-FX^® causes a latent plant defense response to enable a plant to withstand biotic stresses.

Business development in China, India and the Philippines continued through the efforts of consultants and distributors during 2018. The efforts included, but were not limited to, trials on wine grape, vegetables, cotton and flowers. The Company has distribution partners in China and Philippines and has identified potential distribution partners in China. We expect to generate orders and product sale revenue through the distributors’ networks in each of these countries during 2019.

We engaged with a potential distributor in Brazil, DallGree Comercio de Productos Agricola, EIRELI, (“Dallgree”) beginning in 2017 and continued developing the business relationship through 2018. Dallgree ordered 250 gallons of product during 2018 for sale and market development trials with growers on soybean, corn, vegetable and sugar cane crops, the majority of which showed crop benefits during the year. We expect to execute a business development and distribution agreement with Dallgree during the second half of 2019.

BAM, entered into a License and Distribution Agreement during 2018 with a group of Mexican businessmen having longstanding relationships within the Mexican agricultural markets and a successful history in building companies in Mexico and in the U.S. The initial crop introduced to growers under this agreement for trial and registration for import and sale was avocado.

Throughout 2018, the Company continued product and market development of Gardener’s Choice^® and received initial purchase orders from certain big box home and garden retailers during the fourth quarter of 2018 which were fulfilled in 2019. In order to produce and deliver upon expected demand, the Company engaged Assemblies Unlimited, a national full turnkey contract packaging, contract filing and fulfillment services provider for the Gardener’s Choice^® product line.

The Company expects international distributors to purchase commercial quantities of BAM-FX^® and domestic retail entities to order or purchase the Company’s home and garden, ready to use product, Gardener’s Choice^®during 2019.

Domestic commercial activity:

The Company began conducting domestic product trials on a variety of crops in laboratory and academic settings as well as in -field applications on grower/end-user crops during 2014. ~~and~~Trials ~~expanded~~continued ~~field applications with those and additional trial participants~~ in subsequent years. ~~Results from trials during 2016~~ on a variety of field crops, vegetables and fruits, a number of which were validated by independent accredited third-party laboratories or academic institutions, showed significant yield, nutrient and biomass improvements for crops treated.

Table of Contents

In ~~2016,~~excess ~~the~~of ~~Company~~one ~~shifted~~hundred ~~its~~and ~~sales~~fifty ~~focus~~trials ~~from~~were ~~direct~~conducted ~~sales~~during to2017. ~~growers~~The ~~toward~~trials ~~developing~~included ~~relationships~~grower ~~with potential channel partners. In general~~experience, auniversities ~~channel partner is an established agricultural product distributor~~ and~~/or~~ ~~service~~independent ~~provider~~third-party ~~with~~laboratories ~~which~~on ~~the~~crops ~~Company~~including, ~~has~~but ~~executed~~not alimited ~~distribution~~to, ~~agreement.~~tomato, ~~Three~~grape, ~~distribution~~berry, ~~agreements~~onion, ~~with~~soybean, ~~agricultural~~wheat, ~~product distributors in Ohio and California were signed during 2016~~cotton, ~~two of which are active~~melon, ~~including~~stone ~~an agreement with Pinnacle Agriculture Distribution~~fruit, ~~Inc.~~corn, tobacco ~~("Pinnacle")~~and cannabis. ~~Pinnacle~~For iscommercial amarkets ~~multifaceted~~to ~~agricultural~~develop, ~~retail~~multi-year ~~distribution~~third-party ~~business~~validation ~~with~~trials ~~operations~~are ~~including~~necessary. ~~agricultural~~A ~~chemicals,~~number ~~fertilizer~~of ~~bulk~~third-party ~~handling~~validation ~~and~~trials ~~precision~~planned ~~agricultural~~for ~~services. During~~ 2017, ~~the~~were ~~Company~~not funded due ~~executed~~to ~~distribution~~lack ~~agreements~~of ~~with~~financial ~~two~~resources. ~~additional~~As ~~regional~~a ~~domestic channel partners~~result, ~~one~~our inagronomists ~~Ohio~~ and ~~one~~certified incrop ~~Pennsylvania.~~advisors Weconfined ~~expect~~their ~~our~~2017 ~~channel~~efforts ~~partner~~to ~~strategy~~identifying appropriate ~~will begin generating~~ product ~~revenue~~application ~~during~~timing ~~the~~in ~~2018~~crop ~~growing~~growth ~~season,~~cycles ~~given sustained technical support for the product introduction process with their customers~~ and ~~appropriate~~dosage ~~product~~rates ~~pricing~~to ~~for~~maximize ~~the~~yield, ~~channel~~quality ~~partner’s financial incentive~~ and ~~growers’~~plant ~~investment return~~health.

~~While continuing to focus on a channel partner strategy and our technical product development fieldwork,~~In 2018, the Company ~~began~~ ~~discussions~~targeted ~~with~~a ~~three~~limited ~~large~~number ~~prospective~~of ~~domestic~~crops ~~agricultural~~that ~~industry~~have ~~leaders.~~high ~~The~~market ~~goal~~value isfor tothe ~~explore~~grower ~~technological synergies~~ and ~~product~~have ~~integration~~shown ~~strategies~~significant ~~adding~~yield ~~BAM-FX™~~and ~~into~~quality ~~their~~improvement ~~existing~~from ~~product~~prior ~~lines to enhance the effectiveness of their products~~tests. We believe ~~the~~BAM-FX® can ~~Company’s~~produce ~~technology is~~ a ~~delivery~~significant ~~platform~~return oron ~~product~~investment ~~enhancement~~for ~~that,~~growers ~~when~~of ~~incorporated~~high ~~into~~value ~~other agricultural products~~crops, ~~for~~which ~~example~~will ~~fertilizer,~~then provide the ~~resulting product's effectiveness is improved. The~~ Company ~~plans~~an opportunity to ~~pursue~~penetrate ~~these~~agricultural ~~opportunities~~input asmarkets ~~part~~with ofa ~~its~~shorter ~~2018~~market ~~business~~acceptance ~~strategy~~period.

The Company targeted grape, avocado, berries, soybean, tobacco and certain vegetable crops during 2018. Based on significant improvements in yield and quality on medicinal cannabis from testing with growers in Mendocino and Humboldt Counties in California, the Company added legal cannabis to its list of target crops for 2018. Revenue focused trials which continue in progress, are conducted in cooperation with the California Avocado Commission. Early trial results have shown improvement in micronutrient and chlorophyll levels and appear to have increased the tree canopy, which allowed the tree to shield most of its emerging fruits from a frost in early 2019. The control did not express an increase in canopy and showed significant loss. A positive revenue focused trial on wine grape concluded in December 2018 showing BAM-FX^®’s ability to control the spread of virus in the plant. We believe, based on the results of our work in avocado and wine grape, both participants and grower observers will begin incorporating BAM-FX^® into their nutrition programs in 2019.

The Company’s market strategy is to develop relationships with potential channel partners. In general, a channel partner is an established agricultural input distributor and/or service provider with which the Company has executed a distribution agreement. Three domestic distribution agreements were signed during 2016 and two domestic distribution agreements were signed in 2017. No domestic distribution agreements were signed in 2018. Although we expected our domestic channel partner strategy would begin generating product revenue during the 2018 growing season, the Company did not have sufficient financial resources to provide sustained technical support for the product introduction process with the distributors’ customers.

During 2018 while continuing to pursue a channel partner strategy and our technical product development fieldwork, the Company expanded its approach and began discussions with three large prospective domestic agricultural industry leaders and a number of regional agricultural input distributors. The objective was to explore technological synergies and product integration strategies incorporating BAM-FX^® into existing product lines to enhance the effectiveness of these products. We believe the Company’s technology is a delivery platform or product enhancement that, when incorporated into other agricultural products, such as fertilizer, the resulting product's effectiveness and grower return on investment is improved. The Company plans to continue its 2018 product integration discussions and technology development with these agricultural industry leaders recognizing that the benefit of these efforts will not result in near term revenues, instead are a part of a longer term product integration and licensing strategy.

During 2018, we were introduced to a potential strategic partner with an interest to incorporate BAM-FX^® into an existing commercial product. The potential strategic partner is a company owning a large portfolio of agricultural and outdoor product brands and has annual net revenue in excess of two billion dollars. We participated in a competitive trial conducted by a third party laboratory. The trial compared BAM-FX^® performance results with the results of another name brand plant food supplement product on tomato, vinca and turf. Overall, BAM-FX^® results showed favorably. We are continuing product development integration by testing the dry formulation in conjunction with the potential strategic partner’s brand fertilizer.

International commercial activity:

International business development efforts ~~that~~ begun in 2015 continued throughout ~~fiscal 2017~~ 2018. The Company’s international business strategy, in general, is to engage existing agricultural entities, which have strong distribution channels within a country, that are financially able to introduce new products into local agricultural markets. We have initiated business development activities through existing management relationships or trusted referrals. The Company undertakes the cost of developing the relationship, provides technical product support including research, trial data and product application protocols. The local entity contracts directly with the Company and incurs the cost of business development efforts within the country. By the end of ~~2017~~2018, we completed ~~two~~three years of product efficacy and business development work in India, and ~~one~~two ~~year~~years of product efficacy and business development work in China, Philippines and Brazil. We have found that the product acceptance cycle internationally, although subject to replication of results, is shorter than the domestic acceptance cycle. BAM-FX® is approved for commercial import and sale in Chile, Colombia, China, Paraguay, India and Brazil. We ~~Product~~expect ~~efficacy~~to ~~and~~obtain ~~registration~~government approval for import in ~~Haiti~~and ~~began~~sale in ~~2017~~Philippines and Mexico during 2019.

~~The~~ We ~~Company~~employ ~~executed~~the antechnical ~~exclusive~~talents ~~distribution~~of ~~agreement~~certified ~~with~~crop aadvisors ~~distributor~~and inagronomists, ~~Paraguay~~both ~~during~~domestically ~~2016~~and internationally, ~~with~~to asupport ~~minimum~~our ~~purchase~~commercialization ~~requirement~~and ofrevenue ~~seventy-four~~generation ~~thousand~~efforts. ~~(74,000)~~During ~~gallons during~~ the ~~first~~second ~~year~~half of 2017, the ~~agreement~~Company began to ~~maintain~~focus ~~exclusivity.~~on Wecrops ~~expected~~with tohigh ~~deliver~~market anvalue ~~initial~~for ~~order~~growers ~~of BAM-FX™~~enabling the grower to ~~our~~realize ~~Paraguay~~a ~~distributor~~return ~~during~~on the ~~fourth~~cost ~~quarter~~ of ~~2016.~~purchasing ~~The~~and ~~order~~applying ~~was delayed until the second~~BAM-FX® ~~quarter~~As ~~2017,~~a ~~due~~result toof the ~~distributor’s~~change ~~need~~in tofocus, ~~finalize~~the ~~Paraguay’s~~Company ~~government~~began ~~product~~and ~~testing~~continued ~~requirements~~through ~~for~~2018 ~~commercial~~to ~~import~~reduce ~~and~~the ~~obtain~~number ~~import~~of ~~approval~~technical ~~from~~consultants ~~Servicio~~and ~~Nacional~~advisors deemployed ~~Calidad~~domestically. yIn ~~Sanidad~~India ~~Vegetal~~and ~~y de Semillas ("SENAVE")~~China, the ~~government~~Company ~~agency~~has ~~overseeing~~maintained ~~agricultural~~or ~~imports.~~increased ~~BAM-FX™~~the ~~tests~~use ~~were~~of ~~successfully~~contracted ~~completed~~technical ~~by the Paraguay Agricultural~~ and ~~Technological~~business ~~Center (CETAPAR)~~development intalent ~~January 2017 and submitted~~ to ~~SENAVE.~~introduce BAM-FX™® ~~was~~into ~~registered~~those ~~and approved for commercial sale in Paraguay during the second quarter of 2017~~markets.

~~The~~ During ~~distributor~~the inthird ~~Paraguay~~quarter ~~completed~~of ~~commercial~~2016, ~~soybean~~the ~~trials~~Company ~~and~~formed ~~compiled~~an ~~results~~agronomy ~~from~~and ~~trials~~science ~~begun~~team into ~~2017~~integrate ~~during~~agronomy ~~the~~and ~~first~~crop ~~quarter~~advisor ofpersonnel ~~2018,~~and ~~which~~centralize ~~showed~~technical ~~grower~~product ~~benefits~~know-how ~~resulting~~ in anAsia ~~increased~~and ~~return~~North onand ~~their~~South ~~investment~~America. WeThe ~~are~~domestic ~~currently~~agronomy ~~evaluating~~ and ~~exploring~~science ~~mutually~~team ~~beneficial~~provided ~~business~~technical ~~models~~support to ~~exploit~~growers ~~this~~and ~~market,~~channel ~~which~~partners ~~will~~in ~~include~~domestic ~~re-negotiating~~and ~~the~~international ~~terms~~markets ofduring ~~our existing distribution agreement~~2018. The ~~distributor~~team inmaintains ~~Paraguay, with~~ the Company'’s ~~financial~~relationships ~~support, began~~with toscience ~~target~~advisors ~~sales~~at tothe ~~sub~~NASA-~~distributors~~Ames ~~and~~Research ~~commercial~~Center ~~growers~~(“ NASA ~~of row crops~~ARC”), ~~primarily~~which ~~wheat,~~were ~~corn~~developed ~~and~~pursuant ~~soybeans~~to ~~during~~a ~~2017. If~~Reimbursable ~~the~~Space ~~Company~~Act ~~reaches~~Agreement ~~acceptable~~(“ RSAA”) ~~terms~~executed ~~with~~in ~~our~~January ~~distributor,~~2016. weDue ~~believe~~to ~~these~~lack ~~ongoing~~of ~~efforts~~adequate ~~will~~resources, ~~result~~we inwere aunable ~~pragmatic~~to ~~strategy~~continue toour ~~begin~~research ~~realizing~~work ~~revenue~~pursuant ~~during~~to the ~~third~~RSAA ~~quarter~~during of 2018.

~~BAM-FX™ was introduced to the South American countries of Colombia and Brazil during 2016.~~ The Company ~~contracted~~expects ~~with~~to ~~Fundacao de Apoio A Pesquisa Agricola~~increase ~~(FUNDAG),~~its aagronomy ~~private~~support ~~nonprofit~~to ~~entity~~international ~~established~~markets ~~under~~in ~~the~~2019 ~~laws~~as ~~and~~those ~~registered~~changes ~~with~~are ~~the~~necessitated Brazilian government, which provided positive product test results for the Brazilian government’s product registration and import approval process. A Brazilian channel partner was identified during 2017, introduced to the Company by ~~one~~business ofdevelopment ~~the~~efforts ~~Company’s agronomy and science consultants affiliated~~ with ~~the~~expectation ~~University~~ of ~~Florida, familiar with agricultural markets and distributors in Brazil. The channel partner is finalizing the registration of the~~ product ~~for import and sale~~revenue.

Paraguay

The Company executed an exclusive distribution agreement with a distributor in Paraguay during 2016. In collaboration with that distributor, the Company completed Paraguay’s government product testing requirements for commercial import and obtained import approval from Servicio Nacional de Calidad y Sanidad Vegetal y de Semillas (“SENAVE”), the government agency overseeing agricultural imports. BAM-FX^® tests were successfully completed by the Paraguay Agricultural and Technological Center in January 2017 and submitted to SENAVE. BAM-FX^® was registered and approved for commercial sale in Paraguay during the second quarter of 2017.

The distributor in Paraguay completed commercial soybean trials and compiled results from trials begun in 2017 during the first quarter of 2018, which showed grower benefits resulting in an increased return on their investment. Due to the distributor’s complete shift of resources to other endeavors, we are currently evaluating and exploring other distributors to exploit this market. Although we recognize the significant market potential in Paraguay, the Company expects to cautiously approach business development efforts when sufficient resources permit.

Brazil

BAM-FX^® was introduced to Brazil during 2016. The Company contracted with Fundacao de Apoio A Pesquisa Agricola, a private nonprofit entity established under the laws and registered with the Brazilian government, which provided positive product test results for the Brazilian government’s product registration and import approval process. A Brazilian channel partner, DallGree, was identified during 2017 and introduced to the Company by one of the Company’s agronomy and science consultants affiliated with the University of Florida, familiar with agricultural markets and distributors in Brazil. During the first and second quarters of 2019, one of our agronomy team provided technical support and business development assistance to DallGree, in meetings with multiple Brazilian growers applying BAM-FX^®. We expect to finalize a distribution agreement with DallGree during the second half of 2019.

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The Company contracted with an independent Colombian laboratory during 2016 to test and provide evidence of effectiveness of BAM-FX™ for the Colombian government’s registration and approval to commercially import product, which we received during 2017. The Company engaged an import-export company with existing business affiliations and operations in Colombia during 2016 to introduce BAM-FX™ to commercial agricultural markets in Colombia, pursuant to a foreign business development consulting agreement. The Company expects to negotiate and conclude product distribution agreements with Colombian entities during 2018.

~~Pursuant to a non~~ BAM-~~exclusive~~FX® ~~distribution~~was ~~agreement~~introduced ~~executed~~into inColombia ~~2015~~during ~~for~~2016. The ~~certain~~Company ~~countries~~contracted inwith ~~the~~an ~~Asia~~independent ~~Pacific~~Colombian ~~markets,~~laboratory ~~a distributor engaged a potential sub-distributor in India~~ during 2016, ~~Nurture~~to ~~Earth~~test ~~R&D~~and ~~Pvt.~~provide ~~Ltd,~~evidence ~~Nurture~~of ~~Earth.~~effectiveness ~~Nurture~~of ~~Earth~~BAM-FX® ~~conducted~~for athe ~~number~~Colombian ofgovernment’s ~~trials~~registration ~~during 2016~~ and ~~2017~~approval ~~primarily~~to oncommercially ~~pigeon~~import ~~pea~~product, ~~cotton,~~which ~~vegetables~~we ~~and~~received during ~~tomato~~2017. ~~Some~~The ~~vegetable~~Company ~~results~~engaged ~~showed~~an ~~yield~~import-export ~~improvements~~company ofin ~~approximately~~Colombia ~~fifty~~during ~~percent~~2016 ~~(50%).~~to ~~Tomato~~introduce ~~trials~~BAM-FX® ~~showed~~to acommercial ~~yield~~agricultural ~~increase~~markets ofin ~~approximately~~Colombia, ~~forty~~pursuant ~~eight~~to ~~percent~~a ~~(48%)~~foreign ofbusiness ~~harvested~~development ~~fruit~~consulting ~~weight~~agreement. ~~and~~The ~~approximately~~Company ~~eighty~~terminated ~~three~~the ~~percent~~agreement ~~(83%)~~ in ~~seeds.~~2018 ~~Furthermore,~~and we ~~seed~~are ~~treat~~working ~~results~~with ona ~~pigeon~~business ~~pea~~development ~~showed~~consultant ~~positive~~to ~~germination~~identify ~~and~~a ~~survival~~Colombian ~~results~~distributor ~~using specific product dilution rates. The Company expects~~ to ~~complete~~sell, ~~registration~~market toand ~~import~~distribute BAM-FX™® inwithin ~~India for commercial sale during the third quarter of 2018~~Colombia.

The Company contracted a business development entity with offices in the US and China, Asia 21 Communications, LLC, "Asia 21", as its project manager for marketing and product testing in China during 2017. The results of the trails during 2017 in China were positive in certain crops and have encouraged growers to replicate the trials in 2018, the second year of tests in grapes, rice and tobacco. Trials in wheat, soybean, berries, tomato and stone fruit showed either marginally improved crop yield or yield less than ten percent (10%), which growers consider statistically insignificant. We believe these marginal results are due to application protocols which were not optimized. A number of potential distributors have been identified in China, however, the Company has no formal distribution agreements with distributors in China, at this time. Although we expect to generate nominal revenue from sales to growers through Asia 21, we do not expect to generate significant revenue through distributors in China until 2019. On February 12, 2018, the Company was notified that BAM-FX™ was approved for import and commercial sale within China.India

~~During~~Pursuant ~~the~~to ~~fourth quarter of 2017, the Company entered into~~ a non-exclusive distribution agreement ~~with~~executed ain ~~group~~2015 for ~~product~~certain ~~sale~~countries ~~and~~in ~~distribution to~~ the ~~government~~Asia-Pacific ofmarkets, ~~Haiti.~~a ~~The~~ distributor’s ~~contract~~engaged ~~for~~a ~~sale~~potential ~~and~~sub-distributor ~~distribution~~in isIndia ~~currently~~during ~~being finalized with the government of Haiti with an expected initial order of 50~~2016,~~000~~ ~~gallons~~Nurture ofEarth. ~~BAM-FX™~~During ~~during~~ 2018. ~~Orders~~the ~~pursuant~~Company toterminated the non-exclusive distribution agreement ~~are currently pending Haitian government approval for import~~ and ~~sale.~~continued ~~The~~business ~~approval,~~development ~~depends~~efforts ~~upon~~in ~~results~~India ofdirectly ~~product~~through ~~efficacy~~Nurture ~~testing with expected completion during the third or fourth quarter of 2018~~Earth.

~~After~~Nurture aEarth, ~~review~~in ofaddition ~~ongoing~~to ~~costs~~providing ~~associated~~technical ~~with~~support ~~the Company’s operations in Chile and potential~~ for ~~near~~product ~~term~~development ~~commercial~~of ~~sales~~BAM-FX® and ~~collection~~Gardener’s ofChoice® ~~accounts receivable, the Company determined~~ during ~~the fourth quarter of~~ 2017 ~~that the cost associated with penetrating~~ and ~~maintaining the Chilean market would require significant additional resource commitments during~~ 2018, ~~which~~conducted wetrials ~~determined~~with ~~would~~a benumber ~~better~~of ~~utilized~~target incustomers, ~~markets~~both ~~with~~large ~~shorter~~agricultural ~~term~~users ~~sales~~and ~~prospects~~distributors. ~~The~~ ~~Company~~Foliar ~~began~~applications ~~supporting~~and ~~the~~seed ~~Chilean~~treat ~~operations~~trial ~~financially~~work ~~during~~showed ~~2015.~~yield ~~Initially~~improvements ~~the~~on ~~Company~~vegetables ~~expected~~of ~~the~~approximately ~~Chilean~~fifty ~~operation~~percent ~~would~~(50%), ~~obtain~~cotton ~~and~~approximately ~~provide~~twenty-eight ~~its~~percent ~~own~~(28%) ~~financing~~and totomato ~~support~~approximately ~~operating~~forty aseight apercent ~~distributor~~(48%) inof ~~the~~harvested ~~country.~~fruit ~~The~~weight ~~expected funding was not secured~~ and ~~the~~approximately ~~probability~~eighty ofthree ~~obtaining~~percent ~~funding~~(83%) ~~during~~in ~~2018 appeared unlikely~~seeds. WeSeed ~~believe~~treat itresults ison ~~necessary~~pigeon topea ~~engage~~showed anpositive ~~established~~germination and ~~financially~~in ~~stable~~excess ~~distributor~~of toa ~~continue~~ninety ~~developing~~percent ~~the~~(90%) ~~market~~survival ~~for~~rate ~~BAM-FX™~~when inexposed ~~Chile. The Company expects~~ to ~~resume~~a ~~business~~fungus, ~~development~~aspergillus, ~~efforts~~against ~~when~~a ~~financial~~control ~~resources~~survival ~~are~~rate ~~available~~of toless ~~identify,~~than ~~engage~~ten ~~and~~percent ~~support a distributor~~(10%).

During the first quarter of 2019, Nurture Earth began treating fifteen (15) plants infected with bacterial blight, Telya disease, out of a total population of five hundred and fifty (550) pomegranate plants. Telya has no known cure, reduces fruit yield by up to 90% and is widely spread in India. Although subject to additional observation and testing, it appears that the BAM-FX^® treatment arrested the spread of the bacterial blight and promoted plant regeneration.

The Company, with the assistance of Nurture Earth, obtained approval from the Indian government to import BAM-FX^® for commercial sale during the first quarter of 2019. We believe growers and sub-distributors in India identified by Nurture Earth will begin purchasing and applying our product in 2019. We received a product purchase order from Nurture Earth and expect to fulfill that order in the fourth quarter of 2019.

China

The Company contracted a business development entity with offices in the U.S. and China, Asia 21 Communications, LLC (“Asia 21”), as its project manager for marketing and product testing in China during 2017. The results of the trials during 2017 in China were positive in certain crops and have encouraged growers to replicate the trials in 2018, the second year of tests in grapes, rice and tobacco. Trials in wheat, soybean, berries, tomato and stone fruit showed either marginally improved crop yield or yield less than ten percent (10%), which growers consider statistically insignificant. We believe these marginal results are due to application protocols, which were not optimized. Trials with wine grape, conducted successfully in 2017, were replicated in 2018, showing marginal improvement primarily due to growers’ limited use of nutrient programs in one out of five years of which 2018 was a permitted year. Although trial results were positive, we have been asked to conduct one additional trial in 2019, a year, in which, nutrient programs are not permitted.

On February 12, 2018, the Company was notified that BAM-FX^® was approved for import and commercial sale within China.

A number of potential distributors have been identified in China, however, the Company has no formal distribution agreements with distributors in China, at this time. Although we hope to generate nominal revenue from sales to growers through Asia 21 during 2019, we do not expect to generate significant revenue through distributors in China during 2019.

Chile

After a review of ongoing costs associated with the Company’s operations in Chile and potential for near term commercial sales and collection of accounts receivable, the Company determined during the fourth quarter of 2017 that the cost associated with penetrating and maintaining the Chilean market would require significant additional resource commitments during 2018, which we determined would be better utilized in markets with shorter term sales prospects. The Company began supporting the Chilean operations financially during 2015. Initially the Company expected the Chilean operation would obtain and provide its own financing to support operating as a distributor in the country. Despite successful trials conducted in Chile, the expected funding was not secured by the potential Chilean distributor. We believe it is necessary to engage an established and financially stable distributor to continue developing the market for BAM-FX^® in Chile. The Company expects to resume business development efforts when financial resources are available to identify, engage and support a distributor.

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We employ the technical talents of certified crop advisors and agronomists, both domestically and internationally, to support our commercialization and revenue generation efforts. During 2016, the Company added qualified sales management and agronomy personnel to develop domestic channel partner relationships and provide technical product support to growers and channel partners. During the second half of 2017, the Company began to focus on crops with high market value for growers enabling the grower to realize a return on the cost of purchasing and applying BAM-FX™. As a result of the change in focus, the Company began to reduce the number of technical consultants and advisors employed domestically. Internationally, in India, China and Paraguay, the Company has maintained or increased the use of contracted technical and business development talent to introduce BAM-FX™ into those markets.Mexico

~~During~~On February 20, 2018, BAM and a group of Mexican businessmen (the ~~third~~“Lichtinger ~~quarter~~Group”) entered into a License and Business Development Agreement Mexico, effective as of ~~2016~~February 13, 2018 (the ~~Company~~“Business Development Agreement”). Following consummation of the Agreement, the Lichtinger Group formed anAgro ~~agronomy~~Space ~~and~~Tech ~~science~~SA ~~team~~de CV de RV (“Agro Space”), a Mexican company, to ~~integrate~~which ~~agronomy~~BAM ~~and~~received ~~crop~~a ~~advisor~~twenty ~~personnel~~percent ~~and~~(20%) ~~centralize~~equity ~~technical~~ownership ~~product~~interest. ~~know-how~~This ininterest ~~Asia~~was ~~and~~recorded ~~North~~with ~~and~~the ~~South~~formation ~~America~~of the Company, but we did not receive certificates. The ~~agronomy~~Business ~~and~~Development ~~science~~Agreement ~~team~~ provides ~~technical~~Agro ~~support~~Space with the exclusive right to ~~growers~~import, package, sell and ~~channel~~distribute ~~partners~~BAM’s inproduct ~~those~~lines ~~markets.~~and Inpromote ~~addition~~its brand, as well as other “white label” brands as they are introduced, in the ~~team~~Mexican ~~maintains~~markets, and a limited manufacturing right to modify the ~~Company~~presentation of BAM’s ~~relationships~~products ~~with~~and ~~science~~dilute ~~advisors~~such atproducts, all during the ~~NASA-Ames~~term ~~Research~~of ~~Center,~~the ~~NASA~~Business ~~ARC,~~Development ~~which~~Agreement. ~~were~~Trials ~~developed~~with avocado ~~pursuant~~growers tobegan ain ~~Reimbursable~~the ~~Space~~fourth quarter ~~Act~~of ~~Agreement~~2018 ~~("RSAA")~~with final ~~executed~~results induring ~~January~~the ~~2016~~fourth quarter of 2019. During ~~The~~the ~~Company~~second ~~expects~~quarter of 2019, Agro Space began trials on berry crops. We expect our agronomy team will continue to ~~maintain~~work ~~its~~with ~~domestic~~Agro Space’s agronomy ~~trained~~expert ~~personnel~~in Mexico during ~~2018~~2019 ~~while~~to ~~adding~~develop ~~technical~~protocols ~~consultants,~~through asnumerous ~~needed,~~tests of BAM-FX® in diverse geographies and soils. We believe Agro Space will obtain approval for ~~business~~import ~~development~~and sale of product in Mexico during 2019. Assuming the ~~Asia~~success ~~Pacific~~of the trials and ~~South~~receipt ~~American~~of ~~markets~~import approval, we anticipate commercial product introduction efforts could begin in 2019.

Haiti

During the fourth quarter of 2017, the Company entered into a distribution agreement with a group for product sale and distribution to the government of Haiti. Although we expected an initial order of 50,000 gallons of BAM-FX^® during 2018, due in part to political problems within the country, we do not expect orders will be forthcoming in 2019, if at all.

Domestic Retail Market Activity

During 2016, the Company ~~began~~investigated ~~developing~~entering ~~a business strategy to enter~~ the home and garden retail market with a specially formulated ready to use offering of BAM-FX™®. During 2017, the Company applied for the trademark, ~~Gardner~~Gardener’s Choice®, the name of the ~~planned~~ retail product. Onand on January 10, 2018 ~~the Company~~ received notice of allowance ~~for~~from the ~~Gardner's Choice trademark from~~ USPTO ~~and expects to receive official registration during 2018~~.

Although we expected to test market acceptance using pilot programs in certain big box stores during 2017, the Company determined that additional product development work was needed. During 2017, product efficacy, stability and safety validation work, including corrosivity, was expanded ~~beyond~~with the ~~work~~assistance ~~initiated~~of inNurture ~~2016~~Earth ~~which,~~and wecompleted ~~expect to complete~~ during the third quarter of 2018. WeProduct ~~engaged~~formulation was refined for the ready to use markets during 2018. Efficacy testing was successfully performed on a ~~seasoned~~wide ~~retail~~range ~~market~~of home and ~~brand~~garden ~~consultant~~flowers toand ~~assist~~vegetables. usProduct configuration and artwork were finalized during the fourth quarter of 2018. The Gardener’s Choice® label was registered with ~~our~~and ~~retail~~the product ~~business~~approved ~~strategy~~for ~~and~~sale ~~roll~~by ~~out~~all state regulatory agencies during ~~2017~~the ~~and~~first ~~designated~~quarter ~~personnel~~of ~~within~~2019. ~~the~~Product ~~Company~~artwork towas ~~execute~~finalized for production during the ~~strategy~~first quarter of 2019.

~~The~~As ~~Company~~part ~~executed~~of aGardener’s ~~non-exclusive~~Choice® ~~distribution~~product ~~agreement~~introduction instrategy, ~~2017~~the ~~with~~Company ~~CustomQuest,~~displayed ~~Inc.,~~product at and staffed a ~~subsidiary~~booth ofat ~~Victory~~the ~~Wholesale~~GIE ~~Group,~~Expo to2017 ~~lead~~and 2018 and the ~~introduction~~Ace ~~into~~Hardware ~~the~~2018 ~~retail~~Spring ~~market~~and ~~through~~Fall ~~their~~Conventions ~~existing~~to ~~infrastructure~~showcase ~~and~~the ~~relationships~~product. ~~Sales~~During ~~and~~the ~~presentation~~fourth ~~materials~~quarter ~~for~~of ~~retail~~2018, ~~consumers~~our ~~and~~representatives ~~buyers,~~also ~~product~~attended ~~packaging~~the Great Lakes Expo and ~~retail~~PLMA, ~~point-of-sale~~Private ~~displays~~Label ~~have~~Trade ~~been~~Show. ~~developed~~We ~~along~~delivered orders ~~with~~for aGardener’s ~~strong~~Choice® ~~electronic~~counter displays and ~~social~~aisle ~~media~~displays ~~presence.~~in ~~The~~the ~~Company~~first ~~has~~and ~~contracts~~second inquarter ~~place~~of ~~with~~2019. Our aresponse ~~product~~from ~~fulfillment~~attending ~~vendor~~industry totrade ~~mix~~shows, ~~bottle,~~including ~~label~~the ~~and~~Ace ~~ship~~Hardware 2018 Fall Convention and the ~~product.~~GIE ~~The~~Expo ~~Company~~2018 ~~also~~during ~~works~~October ~~with~~2018, aand ~~service~~initial ~~group~~marketing efforts to ~~provide~~several ~~state~~co-op ~~registration~~and big box buyers at both regional and ~~regulatory~~national levels has been positive and ~~compliance~~generated interest ~~assistance~~in 2019 product placement.

~~Our~~ We ~~response~~have ~~from~~developed ~~attending~~an ~~industry~~overall ~~trade shows, including the Ace Hardware 2018 Spring Convention and the GIE Expo 2017, and initial~~ marketing ~~efforts~~strategy tofor ~~several~~introduction ~~co-op~~ and ~~big~~promotion ~~box~~of ~~buyers~~Gardener’s atChoice® ~~both~~including ~~regional~~print and ~~national~~social ~~levels~~media. ~~has~~One ~~been~~component ~~positive~~of ~~with~~our ~~strong~~strategy ~~interest~~incorporates ineducational ~~third~~programming ~~quarter~~on ~~2018~~certain ~~product~~internet ~~placement~~platforms. WeSales ~~expect~~and ~~additional~~presentation ~~follow~~materials onfor ~~activities~~retail toconsumers ~~encourage~~and ~~sales~~buyers ~~which,~~and ~~include~~retail ~~increased~~point-of-sale ~~marketing~~displays ~~through~~are being ~~traditional,~~developed ~~electronic~~to ~~and~~deploy ~~social~~during ~~media~~2019.

The Company engaged two senior level retail sales and marketing consultants during 2018 with existing sales representative networks to introduce and place product in regional and national big box retail outlets, including Ace Hardware. We also engaged a senior level retail marketing professional to introduce and place product in national lower cost retail and health care retail stores to broaden product exposure and customer experience.

We have engaged a product contract packaging company, Assemblies Unlimited, for product bottling, packaging and logistics assistance. Assemblies Unlimited has production capacity to handle our requirements, based on expected product orders, in the foreseeable future.

Specialty Crop Activity

In 2016, a licensed grower in Mendocino Country provided the Company anecdotal information on significant yield improvement the grower realized by applying BAM-FX™® to cannabis plants. The grower conducted the work without the Company’s participation. As a result of yield improvement reported, the Company participated in two independent trials during 2017 on medical cannabis in California with growers licensed with the State of California. A trial in Mendocino County resulted in an increase in cannabinoid levels from 15% in the control crop to approximately 23% for the crop treated with BAM-FX™®. Complete yield results were not available for this trial as wildfires caused partial crop damage. A second trial in Humboldt County, California, with a licensed grower, showed an approximate forty four percent (44%) yield increase using BAM-FX™® over the control group.

With the positive trial results obtained and the number of inquiries the Company received about the use of BAM-FX™® on cannabis crops during the fourth quarter of 2017, the Company ~~has~~ added cannabis and hemp as target crops for 2018. The Company ~~will~~restricted ~~restrict~~ its business activities to sale and distribution of product, ~~providing~~to ~~the~~stores ~~picks~~catering ~~and shovels~~ to ~~growers.~~cannabis ~~During 2018~~growers, providing the ~~Company~~picks ~~expects to refine~~ and ~~optimize~~shovels ~~product formulations for this market, which is expected~~ to ~~create premium pricing for the product~~growers.

During the second quarter of 2018, the Company engaged a master cannabis grower as a subject matter expert consultant to assist with understanding the market and developing retail markets in Michigan, Colorado, California and Oklahoma. Product was introduced to Michigan grow stores using one ounce samples for counter display and product advertising in the Michigan Medical Marijuana Report. Due to positive response from growers’ tests of the one-ounce samples, during the fourth quarter of 2018 we began selling product to grow stores. Customers began purchasing product resulting in store reorders in the first quarter of 2019. We began product marketing in Oklahoma during the first quarter of 2019.

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Manufacturing Operations

We operate a manufacturing facility in Okeechobee, Florida, managed by an experienced biochemical engineer. Manufacturing is conducted on an as needed batch process. ~~During~~The ~~2016,~~Company ~~the~~continues ~~Company~~to ~~made~~make process improvements and modifications to existing equipment and facilities to enhance efficiency, comply with regulatory requirements, control the quality of raw materials used in production and consistently provide customers a quality product. The Company ~~added~~has atwo ~~second~~ product mixing ~~line~~lines, towhich increase production capability for expected product demand. ~~and~~A a reverse osmosis water treatment system ~~for~~provides consistent water quality. ~~These improvements~~ ~~addressed product variability resulting from raw material inputs.~~ Manufacturing operations during the second half of 2017 concentrated on process and procedure documentation, quality control and production precision.~~These~~ ~~efforts~~During ~~addressed~~2018, ~~variances~~we ~~that~~completed ~~could~~documentation ~~affect~~of ~~product~~our ~~performance~~standard operating procedures. ~~The~~During ~~benefits~~the ~~expected~~third ~~from~~and ~~these~~fourth ~~efforts~~quarter ~~include~~of ~~consistent~~2018, ~~product~~we ~~chemistry~~integrated inventory control and ~~process~~product ~~replication,~~delivery ~~providing~~systems ~~the~~to ~~ability~~coordinate product deliveries to ~~scale~~TF ~~and~~Fulfillment, ~~replicate~~our ~~the~~Gardener’s ~~production~~Choice® ~~process~~fulfillment invendor. ~~other~~We ~~locations~~believe our plant capacity will be adequate for expected future product requirements.

Directed Selection™

The Company’s long-term objectives include the commercialization of ZGSI’s space derived Directed Selection™ technology, which predicts that plant and animal stem cells exposed to prolonged microgravity in space can be endowed with new characteristics beneficial to society. In previous years, with our collaborators, the National Aeronautics and Space Administration (“NASA”), the United States Department of Agriculture (“USDA”), and the University of Florida, we conducted scientific studies on six NASA sponsored flights to the International Space Station (“ISS”). These experiments demonstrated that the gene expression of plant cells in zero/microgravity changes substantially, and furthermore, provided us with strong evidence that these changes can be directed toward beneficial attributes.

Future Directed Selection™ research will aim to produce new varieties of proprietary, patentable stem cells for plants with desirable traits, such as the ability to better survive environmental challenges (i.e. temperature or climate change) or to resist disease. Adaptive changes in the plant will be accomplished without the need for additive or subtractive genetic engineering, thus eliminating public concerns about genetically modified organisms (“GMO”). The plant still uses the capabilities that are a natural part of its genetic potential through altered gene expression that enables adaptation toward valuable traits. Another important aspect of our space derived intellectual property capitalizes on space flight experiments showing the unique effects of zero/microgravity on mammalian cells. Space-based technology imparts the likely ability to reproduce undifferentiated multi-potent human stem cells in substantially larger quantities and more rapidly than is possible on Earth. Long-term goals include revolutionary advancements in stem cell differentiation, cellular macrostructure assembly, vascularization and wound healing. Because both humans and animals use very similar metabolic pathways, we also expect to produce patented stem cells that can provide beneficial treatments to commercial livestock. We believe that this area may lead to significant future business opportunities for the Company. We expect that research funding will be deferred beyond 2018 unless cash flows from our operations provide sufficient funds to support those efforts or funding is designated by equity investors or grants.

Research and Development Activity

~~The~~ We believe the Company’s ~~developed~~proprietary ~~scientific~~technologies ~~relationships~~enable the development of a diverse product line with ~~NASA~~unique ~~ARC~~solutions to big problems, ~~Ohio~~representing ~~State~~significant ~~University.~~potential UCrevenue ~~Davis,~~and ~~Utah~~profit ~~state,~~opportunities. ~~University~~Due ofto ~~Iowa~~ the market scope and ~~Penn~~the ~~State~~associated ~~University~~regulatory ~~during~~requirements ~~2016~~to reach full profit potential, ZGSI’s strategy is to ~~understand~~enter ~~and~~into ~~validate~~business ~~the~~affiliations ~~science~~by ~~incorporated~~executing indistribution ~~BAM-FX™~~agreements, domestically and ~~identify~~internationally, ~~additional~~with ~~commercial~~industry-leading ~~attributes~~agriculture product distributors which could leverage our collective resources and expedite revenue generation. ~~The~~In ~~Company~~addition, ~~did~~we ~~not~~believe ~~have~~our proprietary technologies represent a delivery platform or enabling system that could enhance the ~~financial~~performance ~~resources~~of toagricultural ~~fully~~inputs ~~exploit~~for ~~these~~other ~~relationships~~agricultural ~~during~~companies’ ~~2017~~products. ~~due~~We tobelieve ~~financial~~product ~~constraints~~integration and associated research will be a component of our business activity in 2019.

~~Pursuant~~The ~~to the~~ Company's ~~Reimbursable~~developed ~~Space~~scientific ~~Act~~relationships ~~Agreement,~~ with NASA ARC, Ohio ~~the~~State ~~Company~~University. ~~has~~UC ~~access~~Davis, Utah State, University of Iowa and Penn State University during 2016 to ~~NASA~~understand ~~scientists~~and validate the science incorporated in BAM-FX® and ~~laboratories~~identify additional commercial attributes. ~~Because~~The Company did not have the ~~RSAA~~financial isresources ~~reimbursable~~to ~~agreement,~~fully ~~whereby~~exploit ~~the~~these ~~Company~~relationships ~~reimburses~~during ~~NASA~~2018 ~~for~~due ~~technical~~to ~~services~~financial constraints. We engaged Texas A&M on cotton trials during 2018, which although successful, were not conclusive due to widespread adverse weather conditions on Texas cotton fields during the ~~Company~~year. ~~retains~~We ~~ownership~~expect ofto ~~intellectual~~collaborate ~~property~~with ~~resulting~~Iowa ~~from~~State University during 2019 to show the ~~research~~efficacy ~~work~~of ~~performed~~certain new products including a dry formulation.

~~NASA~~Pursuant ~~ARC used its unique, ground-based, controlled environment facilities and research personnel~~ to ~~address a series of questions relevant to both ZGSI and NASA during 2016 through~~ the RSAA ~~first~~with ~~half of 2017. The scientific data is jointly evaluated by ZGSI and~~ NASA ARC, ~~to determine utility of~~ the ~~ZGSI~~Company ~~products~~has access to ~~commercial~~NASA ~~agriculture~~scientists and ~~NASA applications~~laboratories. ~~First~~Because ~~year research pursuant to~~ the RSAA ~~was~~is ~~completed~~reimbursable ~~during the first half of 2017. The studies were conducted in both soil pots and hydroponic systems with near optimal nutrient supply. The results~~agreement, ~~which~~whereby ~~showed~~the aCompany ~~significant~~reimburses ~~improvement~~NASA infor ~~plant~~technical ~~productivity~~services, ~~suggest that~~ the ~~effects~~Company ofretains ~~BAM-FX™~~ownership ~~include improvement in nutrient use efficiency and enhancement~~ of ~~photosynthetic~~intellectual ~~efficiency~~property ~~which~~resulting ~~causes~~from ~~an increase in~~ the ~~amount~~research ofwork ~~biomass produced per unit of light energy absorbed by the plant~~performed.

AsNASA ~~jointly~~ARC ~~agreed~~used ~~and~~its unique, ground-based, oncontrolled ~~evaluation~~environment offacilities ~~the~~and ~~scientific~~research ~~data,~~personnel ~~space~~to ~~flight~~address ~~opportunities~~a ~~have~~series ~~been~~of ~~identified~~questions relevant to ~~test~~both ~~our~~ZGSI ~~potential~~and ~~role in achieving~~ NASA ~~goals~~during in2016 ~~plant-based~~through ~~space~~the ~~biology~~first ~~and~~half ~~life~~of ~~support pursuits~~2017. OnThe ~~February~~scientific ~~21,~~data ~~2017,~~is ~~the~~jointly ~~Company’s~~evaluated ~~research~~by ~~experiment~~ZGSI ~~using~~and ~~BAM-FX™~~NASA ~~was~~ARC ~~successfully delivered~~ to ~~the~~determine ~~ISS,~~utility ~~launched~~of ~~from~~ the ~~Kennedy~~ZGSI ~~Space~~products ~~Center~~to oncommercial ~~February~~agriculture ~~18,~~and ~~2017~~NASA applications. InFirst ~~collaboration~~year ~~with~~research ~~NASA~~pursuant ~~and~~to ~~Inrinsyx~~the ~~Technologies~~RSAA ~~Corporation~~was ~~(“Intrinsyx”),~~completed ~~the~~during ~~experiments studied~~ the ~~growth~~first ~~and~~half ~~nutritional effects~~ of ~~BAM-FX™~~2017. inThe ~~broccoli~~studies ~~seedlings~~were conducted in ~~microgravity,~~both ~~advancing~~soil ~~scientific~~pots ~~knowledge~~and tohydroponic ~~promote~~systems ~~the~~with ~~growth~~near ofoptimal ~~fresh,~~ nutrient~~-dense~~ ~~food for astronauts on long duration space missions~~supply. InThe ~~a report issued by Intrinsyx~~results, ~~the~~which ~~space~~showed ~~flight~~a ~~experiment~~significant ~~test~~improvement ~~was~~in ~~successful~~plant asproductivity, ~~the~~suggest ~~results~~that ~~obtained during space flight supported~~ the ~~initial~~effects ~~hypothesis~~of ~~that using~~ BAM-FX™® ininclude ~~plant~~improvement ~~growth~~in ~~media~~nutrient ~~enhanced~~use ~~broccoli~~efficiency ~~growth for both roots~~ and ~~shoots~~enhancement ~~over untreated controls with an approximate doubling~~ of ~~growth~~photosynthetic ~~size~~efficiency ~~and~~which ~~fivefold~~causes ~~greater dry weights obtained on orbit. The Company had~~ an ~~additional~~increase ~~launched~~in ~~research~~the ~~equipment~~amount onof ~~June~~biomass 3,produced ~~2017~~per inunit ~~collaboration~~of ~~with~~light ~~Intrinsyx~~energy ~~and~~absorbed ~~will~~by ~~have third launched research experiment during~~ the ~~third quarter of 2018~~plant.

As jointly agreed and based on evaluation of the scientific data, space flight opportunities have been identified to test our potential role in achieving NASA goals in plant-based space biology and life support pursuits. On February 21, 2017, the Company’s research experiment using BAM-FX^® was successfully delivered to the ISS, launched from the Kennedy Space Center on February 18, 2017. In collaboration with NASA and Inrinsyx Technologies Corporation (“Intrinsyx”), the experiments studied the growth and nutritional effects of BAM-FX^® in broccoli seedlings in microgravity, advancing scientific knowledge to promote the growth of fresh, nutrient-dense food for astronauts on long duration space missions. In a report issued by Intrinsyx, the space flight experiment test was successful as the results obtained during space flight supported the initial hypothesis that using BAM-FX^® in plant growth media enhanced broccoli growth for both roots and shoots over untreated controls with an approximate doubling of growth size and fivefold greater dry weights obtained on orbit. The Company additionally participated in launched research experiments on June 3, 2017 and April 3, 2018 in collaboration with Intrinsyx.

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From the scientific work of NASA ARC, ZGSI expects to understand BAM-FX®’s mode of action and physiological effects leading to increased yields currently observed on earth in commercial agricultural systems and address the science questions of interest to ZGSI and queries from channel partners. Additionally, ZGSI expects to discover ifhow to utilize BAM-FX™® ~~truly~~for ~~has~~ applications for growing plants in the controlled conditions of spaceflight and for human colonization of other worlds. ZGSI plans to optimize BAM-FX™® application methods in both controlled environment agricultures on earth and in space flight applications.

We have maintained our relationship with and provided trial data and product development information to NASA ARC personnel with the hope of continuing our relationship under the RSAA. Pending adequate financial resources, we ~~plan~~ hope to fund additional research and continue working with NASA ARC in ~~2018~~2019 to finalize: the preliminary results of our 2016 and 2017 studies; and, identify the scientific evidence of the action of BAM-FX™® within the plant structure~~; and refine predictable crop and environmental dosage application rates to support precision agricultural applications for growers~~.

~~During~~In ~~January~~collaboration ~~2017,~~with ~~Intrinsyx~~Nurture Earth and ~~NASA~~based ~~ARC jointly issued results of their~~ on research ~~showing~~performed ~~BAM-FX™~~on isour ~~compatible with glyphosate resistant crops~~behalf, ~~primarily~~certain ~~Roundup~~proteins ~~Ready~~found ~~crops. Roundup Ready crops are crops genetically modified~~ to beexpress ~~resistant~~after toapplication ~~the herbicide Roundup. Roundup is the brand name~~ of BAM-FX®, anwere ~~herbicide~~identified ~~produced~~in by2018. ~~Monsanto~~These ~~Corporation~~findings ~~with~~provide the ~~active~~basis ~~ingredient,~~for ~~glyphosate.~~additional ~~Glyphosate~~research isto aunderstand ~~broad-spectrum~~how ~~systemic herbicide~~ and ~~plant~~if ~~desiccant~~BAM-FX® oracts ~~drying~~as ~~agent~~a primer. ~~The~~A ~~2014~~primer ~~Agricultural~~evokes ~~Chemical~~a ~~Use Survey published by the United States Department of Agriculture~~plant’s ~~National~~defense ~~Agricultural~~responses ~~Statistics~~against ~~Service~~biological ~~reported~~and ~~that~~environmental ~~glyphosate~~stress. ~~was~~We ~~applied~~expect to ~~38%~~utilize ofthe ~~domestic~~date ~~planted~~from ~~acres. The result of~~ this ~~joint scientific~~ research ~~allowed the Company~~ to ~~remove~~file ~~labeling~~certain ~~and~~patent ~~instructions~~applications ~~warning~~during ~~against use with glyphosate, thereby eliminating a significant marketing impediment for our product~~2019.

We believe the Company’s proprietary technologies enable the development of a diverse product line with unique solutions to big problems, representing significant potential revenue and profit opportunities. Due to the market scope and the associated regulatory requirements to reach full profit potential, ZGSI’s strategy is to enter into channel partnerships by executing distribution agreements, domestically and internationally, with industry-leading agriculture product distributors which could leverage our collective resources and expedite revenue generation. In addition, we believe our proprietary technologies represent a delivery platform or enabling system that could enhance the performance of agricultural inputs for other agricultural companies’ products. We initiated discussions related to product integration strategies with three companies during 2017. These companies expressed interest in the following collaborative efforts: integration of our technology in retail fertilizer products; integration of our technology in wholesale fertilizer products; and seed treat applications to improve germination and add new competitive product claims. We believe collaborative product integration and associated research will be a significant component of our business activity in 2018.

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Corporate History and Structure

Zero Gravity Solutions, Inc. was initially incorporated in the State of Idaho as Hazelwood-Gable, Inc. on August 19, 1983 to engage in the business of developing mineral resources. The Company engaged in limited operations until 2003. On June 19, 2002, the Company changed its corporate domicile to the State of Nevada and, on November 25, 2003, changed its name to American Thorium, Inc. On December 10, 2003, the Company entered into an agreement to acquire certain mining claims and changed its name to Thorium Nuclear Energy, Inc. on March 5, 2004. On March 8, 2006, the Company changed its name to Hazelwood Ventures, Inc. and began looking for new business ventures. On June 14, 2006, the Company changed its name to Monarch Molybdenum & Resources, Inc. and on November 27, 2007 entered into a merger agreement, whereby it was to acquire certain mining claims from Thorium Energy, Inc. and changed the Company's name to Thorium Energy, Inc. The merger agreement was rescinded on March 19, 2008 and the Company changed its name to Monolith Ventures Inc. on April 2, 2008 and with the intent to acquire or merge with one or more businesses. On December 30, 2011, the Company acquired ElectroHealing Holdings, Inc., which held certain patents, patent applications and other technologies and/or licenses pertaining to medical device technology and changed its name to ElectroHealing Technologies, Inc. on January 12, 2012. Subsequent to the transaction, management re-evaluated the merits and benefits of the ElectroHealing Holdings, Inc. acquisition and began to explore possible alternatives. Accordingly, we executed a rescission agreement on December 20, 2012 that returned the previously acquired patents and technologies in exchange for the cancellation of the shares of our common stock previously issued in the acquisition.

Formation of ZGSI and the Company’s Current Structure

On December 3, 2012, we entered into a Patent Acquisition Agreement with John W. Kennedy whereby we acquired certain patents applications and technologies related to the Company’s current Directed Selection™ business segment. In connection with the acquisition of this technology, we changed our name to Zero Gravity Solutions, Inc. on January 11, 2013 to better reflect our new business endeavors, and issued 11,500,000 shares of our authorized, but previously unissued common stock. In connection with this acquisition, we moved our corporate headquarters from Salt Lake City, Utah to its current location at 190 NW Spanish River Boulevard, Suite 101, Boca Raton, FL 33431. Our website address is www.zerogsi.com.

On July 30, 2013, John W. Kennedy assigned to the Company the entire right, title and interest in, to and under the invention and provisional patent application for Bioavailable Minerals for Plant Health which became the basis for the Company’s BAM-FX™® business segment.

The Company currently has two wholly owned subsidiaries: BAM ~~Agricultural Solutions, Inc. (“BAM Inc.”)~~ and ~~Zero Gravity Life Sciences, Inc. (“~~ZGLS”). BAM ~~Inc.~~ is a Florida ~~Corporation~~corporation that holds and controls the manufacturing, sales and revenue generation of the Company's agricultural product, BAM-FX™®. ~~ZGLS~~ ZGSL is a Florida ~~Corporation~~corporation that ~~holds~~is ~~and~~currently ~~controls the Company’s Directed Selection™ business segment and the related research and development work~~inactive. The Company had previously wholly owned Zero Gravity Solutions, LTD ~~(ZGS Ltd.)~~, and BAM Agricultural Solutions, LTD. (both private United Kingdom limited companies based in the United Kingdom) which had been created to service the Company's expected operations and interests in the European Union ~~(EU)~~. During the fourth quarter 2015, both UK companies were liquidated~~, and the financial resources redeployed to markets in the United States and Chile~~.

~~The~~On September 25, 2018, the Company ~~currently~~incorporated ~~has~~SASI. 29As ~~employees~~of December 31, of2018, ~~which~~the 22Company ~~are~~owns ~~full-time~~98% ~~employees~~of SASI. The remaining 2% is owned by outside investors. The Company’s ~~has~~cannabis ~~selected~~and ~~December~~hemp ~~31st~~business asinitiatives ~~its~~will ~~fiscal~~be ~~year~~conducted ~~end~~through SASI. Activity for SASI began in 2019.

The Company currently has 17 employees, of which all are full-time employees. The Company has selected December 31st as its fiscal year end.

On April 29, 2019, we entered into a Settlement Agreement with John W. Kennedy, the Company’s former Chief Science Officer and a former member of the Board of Directors, pursuant to which, among other things, the Company assigned USPN 9,816,071, Patent Application No. 15/729,038, Patent Application No. 14/244,084 and International Patent Serial No. PCT/US 15/24045 (collectively, the “Intellectual Property”) to Mr. Kennedy, and Mr. Kennedy agreed to effectuate the transfer of two million shares of common stock of the Company back to the Company (the “Settlement Agreement”). The Intellectual Property relates to technologies that the Company does not intend to pursue. The Settlement Agreement was entered into in order to resolve certain disputes between the Company and Mr. Kennedy concerning various licensing and royalty agreements entered into between the parties covering the Intellectual Property.

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Principal Product Lines

BAM-FX™®

BAM-FX™® is aan ~~mineral~~ionic micronutrient delivery ~~platform~~system for ~~food crops~~plants. BAM-FX™® was originally developed by John W. Kennedy, our former Chief Science Officer and ~~former~~ director, to grow food crops in space vehicles designed for deep space human missions, but has been found to have potentially far reaching applications for agriculture on ~~Earth~~earth. BAM-FX™® is a proprietary formulation, currently including micronutrients zinc and copper, used to improve plant performance by providing a delivery ~~platform~~system that allows plants to more efficiently uptake nutrients. BAM-FX™® is not classified as a ~~genetic~~genetically ~~modification~~modified ~~(“GMO”)~~organism. The BAM-FX™® formula, works as an enhancement of or bio-stimulant for other agricultural plant treatment regiments. BAM-FX™® enhances the uptake of nutrients and it is capable of improving crop yields and potentially reducing input costs.

BAM-FX™® can be applied by seed ~~soak/~~treat or soak, soil application using drip irrigation systems or as a foliar treatment of the plant at ~~later~~certain stages of the plant’s development. Our product development work during 2018 indicates that seed and foliar treatments result in optimal plant response.

Academic and grower product trials, validated by independent laboratories and academic institutions, showed BAM-FX™® treated plants exhibit faster germination, higher yields, increased plant resistance to harmful environmental factors and higher quality fruit and vegetables. Trials have shown that applications of BAM-FX™® on various crops reduces the need for multiple applications of other products, which we believe will save growers time and money while creating faster growing, healthier, and more robust plants. Additionally, we believe BAM-FX™® may provide significant value for farmers, growers, and world agriculture through:

●

Observed increased plant stress tolerance;

●

Faster time to maturity and harvest with higher farm yields for food crops;

●

Improved delivery of targeted nutrients and minerals to crops requiring lower energy to uptake, creating a more robust plant and nutritious crop;

●

Increased nutritional quality of grains and produce including the potential to engineer nutrition into our food; and

● Reduced ecological concerns associated with agricultural runoff pollution into water sources ~~as phosphate or nitrate usage is improved~~.

Food crops offer the best source of nutrition for humans since many supporting nutrients require organic carriers and are not normally absorbed by using vitamin and mineral supplements alone. As BAM-FX™® can be applied to any plant, we anticipate a substantial demand for BAM-FX™® to support improved crop health and nutrition.

The Company completed trials on the effects of BAM-FX™® ~~Trials~~on medicinal cannabis with certified licensed growers on outdoor crops as well as crops in a highly controlled internal environment during 2017 and 2018. The same positive results we have seen with commercial agriculture crops were also evidenced with cannabis. During the fourth quarter of 2018, the Company introduced a sixteen (16) ounce liquid concentrated product into hydroponic retail stores in Michigan with 2019 introductions planned for Colorado and Oklahoma.

In 2014, BAM-FX™ product development and commercialization activities spanned a wide range of studies in terms of crop plants, test parameters, geographic region, and potential customer base. In 2015, we conducted second season tests with a number of growers to replicate the first yearGardener’s positive results. The trials were primarily foliar applications during the growth cycle of the crops, including but not limited to wine grapes, table grapes, avocados, beans, tomatoes, rice, berries, stone fruit, corn, onions, barley, wheat, and leafy greens. In addition to showing product efficacy, the trials enabled us to begin branding BAM-FX™ and provided word of mouth support within the local farming community to attract potential channel partner interest in BAM-FX™ and its performance.Choice®

~~During~~Gardener’s ~~2016,~~Choice® weis ~~shifted some~~a ofready ~~our resources from field trials for performance data~~ to ~~scientific~~use, ~~efforts~~home ~~with universities~~ and ~~NASA~~garden ~~ARC~~product todeveloped ~~obtain~~for ~~third~~consumer ~~party~~retail ~~data~~markets. ~~scientifically~~Gardener’s ~~validating~~Choice® ~~the~~is ~~results~~a ~~and~~derivative ~~understanding~~of BAM-FX™®, ~~mode~~a ofliquid ~~action.~~product ~~Scientific~~packaged ~~efforts were conducted through NASA ARC under the RSAA and~~ in ~~connection~~a ~~with~~six ~~studies~~ounce ~~at the University of Florida, Tropical Research~~ and ~~Education~~a ~~Center~~thirty-two (~~"TREC"~~32) ~~which~~ounce ishand aheld ~~division~~trigger ofspray ~~the~~bottle. ~~University~~During ~~of Florida~~2018, ~~Ohio~~ ~~State~~the ~~University,~~Company ~~Penn~~completed ~~State~~product ~~University,~~development ~~University~~ of ~~Iowa~~ and ~~Florida~~registered ~~International University. BAM Inc. began a product marketing approach on grower~~Gardener’s ~~field~~Choice® ~~validations,~~for ~~whereby~~sale ~~specific~~in ~~expected~~all ~~crop~~domestic ~~results~~states. ~~were~~The ~~identified~~product atis ~~the~~intended ~~inception~~for ofuse ~~the~~on ~~validation~~household ~~process~~ and ~~upon~~garden ~~achieving the expected results over multi-year growing cycles~~flowers, aherbs ~~grower would agree to purchase the product. In addition to being part of our business development effort, the Company expected to develop brand name recognition~~ and ~~provide pull through business for prospective channel partners~~vegetables.

The Company initiated trials on the effects of BAM-FX™ on medicinal cannabis with certified licensed growers on outdoor crops as well as crops in a highly controlled internal environment during 2017. The same positive results we have seen with commercial agriculture crops were also evidenced with cannabis.

The Company conducted in excess of one hundred and fifty (150) domestic trials in addition to trials conducted in India, China, Chile, Paraguay, Brazil and Columbia during 2017. The majority of our domestic trials were intended to either replicate prior year results or introduce BAM-FX™ to the grower and the grower’s agricultural input supplier, either an existing or potential channel partner. In addition, the Company’s agronomy team worked to identify protocols for application rates and timing for a number of crops to maximize BAM-FX™ performance. Based upon the result of those trials the Company identified a target list of crops for 2018 efforts which include berry, grape, avocado, soy bean, tobacco, cotton and cannabis. We expect to continue work on certain row and vegetable crops, however the emphasis for those crops is expected to include seed treat applications, which have shown significant potential economic benefit to growers.

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Revenue Cycle

The commercialization cycle for new agricultural products is minimally two to three growing seasons. Our 2015 trials included a mix of independent laboratory tests, first year small-scale trials with growers and second season multiple acre trials with growers. Demonstrating consistent product performance is one key to obtain product orders from growers in the United States. During 2016, in connection with NASA ARC, we began developing product application dose rates and response curves scientifically to enable us to predict outcomes and support consistent performance. We have undertaken trials with growers of grape, avocado, tobacco, berries, cotton, soybean and stone fruit during 2017 and 2018 with positive result. Many of these trials are in the second and third year with the same growers. Although we will continue our trial efforts in 2019, we hope growers will begin to incorporate BAM-FX® into their standard operating procedures during 2019.

Although United States growers have not historically been innovators and have required multiple growing season trials before adopting new products and technologies, our ~~2014 and 2015~~ domestic trial results were instrumental in opening commercial markets in Asia, Mexico and South American countries.

During the fourth quarter of 2016, the Company entered into an agreement with Global Biotech, S.A.S. a ~~Colombia~~Colombian agricultural testing and analytic laboratory, to evaluate BAM-FX™® through a series of product application tests to obtain approval for commercial import. We received registration approval through the Colombia Institute of Agriculture ~~(ICA)~~ during 2017 for commercial import. The Company terminated the agreement in 2018. We are working with a business development consultant to identify a Colombian ~~channel~~distributor ~~partner~~ to sell, market and distribute BAM-FX™® within Colombia.

~~The~~Having ~~Company~~been ~~conducted~~approved ~~initial~~for ~~market~~import ~~analysis~~and sale in ~~China with the assistance of a contractor~~Brazil, ~~Asia~~we ~~21,~~provided ~~focusing~~ on-site ~~the~~technical ~~sale~~assistance and ~~distribution~~business ofdevelopment ~~products~~support ~~and~~with ~~solutions~~growers ~~into~~for ~~China~~our ~~and~~prospective ~~providing local operational support~~distributor, ~~management~~DallGree ~~and~~during ~~services. Asia 21 has offices in~~ the ~~United~~first ~~States~~ and ~~China.~~second ~~Registration~~quarter ~~with the China Ministry~~ of ~~Agriculture~~2019. ~~for~~Based ~~approval~~on tosuccessful ~~import~~trials ~~and~~conducted ~~sell~~on ~~BAM-FX™,~~a ~~which~~number ~~began during the fourth quarter~~ of ~~2016~~crops, ~~was~~growers have ~~received~~begun inpurchasing ~~February~~our ~~2018~~product through DallGree. InWe ~~connection~~expect ~~with~~DallGree ~~BAM-FX™~~will ~~registration~~place ~~testing~~additional ~~requirements,~~purchase ~~the~~orders ~~Company~~with ~~contracted~~us ~~with~~during the ~~Shanghai~~second ~~Agricultural~~half ~~Institute to~~of ~~develop~~2019 ~~BAM-FX™~~to ~~test~~replenish ~~data~~their ~~and technical reports for government import approval~~inventory.

The Company ~~began introducing BAM-FX™~~conducted toinitial market analysis in China with the assistance of a contractor, Asia ~~Pacific~~21, ~~markets~~focusing inon ~~2016~~the sale and distribution of products and solutions into China and providing local operational support, ~~targeting potential~~management ~~distributors~~and ~~through~~services. ~~existing~~Asia ~~business~~21 ~~relationships~~has offices in the United States and China. ~~High-value~~Registration ~~crop~~with the China Ministry of Agriculture for approval to import and ~~row~~sell ~~crop~~BAM-FX®, ~~product~~which ~~evaluation~~began isduring ~~currently~~the infourth ~~process~~quarter of 2016, was received in aFebruary ~~number~~2018. ofWe ~~Asia~~plan ~~Pacific~~to ~~countries~~continue ~~including~~our ~~India~~business development efforts in China during 2019 and ~~Philippines~~hope to generate initial orders from purchasers during the second half of 2019.

~~During~~The ~~February 2017, the~~ Company ~~announced~~began introducing BAM-FX® ~~that~~to itAsia-Pacific ~~had~~markets ~~signed~~in an2016, ~~exclusive distribution agreement~~targeting ~~with~~potential ~~Bison~~distributors ~~Africa~~through ~~Capital~~existing ~~(Pty)~~business ~~Ltd~~relationships. ~~(“Bison”),~~High-value ancrop ~~emerging~~and ~~investment~~row ~~holding~~crop ~~company~~product ~~based~~evaluation inis ~~South~~currently ~~Africa~~in ~~and~~process in a ~~leader~~number inof ~~building~~Asia-Pacific ~~competitive~~countries ~~and~~including ~~representative~~India ~~South~~and ~~Africa companies~~Philippines. ~~The~~In ~~parties~~India, ~~did~~Nurture ~~not~~Earth ~~actively~~has ~~pursue~~completed ~~South~~three ~~African~~years ~~markets~~of intrial ~~2017~~work with growers and ~~have~~seed ~~mutually~~companies. ~~agreed~~We toreceived ~~continue~~a ~~business~~product ~~development~~order ~~efforts~~from ~~with~~Nurture ~~the~~Earth ~~expectation~~and ofexpect ~~beginning~~to ~~the~~fulfill ~~registration~~that ~~process for~~order ~~commercial~~in ~~sale~~the ~~during~~fourth ~~2018~~quarter of 2019.

~~DIRECTED~~Retail ~~SELECTION™~~markets are driven by innovation, performance and brand recognition. During the fourth quarter of 2017, we introduced the Gardener’s Choice® brand by attending and manning a booth at the Ace and GIE trade shows and attended both again during 2018. The product generated interest at Ace and GIE trade shows and purchase orders at the Ace Hardware 2018 Fall Convention. During the fourth quarter of 2018, our representatives also attended and manned a booth at the Great Lakes Expo. We hope, once Gardener’s Choice® is on retail store shelves, our product packaging, benefits and promotional material, will encourage consumer purchases and repeat orders. During November 2018, we attended and explored private label opportunities at the PLMA, Private Label Trade Show. Revenue is expected to follow the home lawn and garden spring, summer and fall planting season cycles.

~~Directed~~Cannabis ~~Selection™~~growers istend ato ~~proprietary~~be ~~technological~~innovators ~~method~~and ~~designed~~rapid toadopters ~~use~~of ~~the~~new ~~unique~~products. ~~conditions~~Grower opinion on products travels quickly via social media. Sale of ~~near-zero~~product ~~gravity~~to inoutdoor ~~low~~growers ~~earth~~follows ~~orbit~~a cycle similar to ~~create~~home ~~plants~~and garden retail sales. Indoor growers purchase products throughout the year, having multiple grow cycles and ~~animal~~crops. ~~cells~~Our ~~that~~product ~~have~~introduction ~~beneficial~~and ~~traits~~its ~~that~~short-term success will depend on those early adopters and the results they realize which, we believe, ~~would~~will ~~have~~spread ~~value~~quickly toby ~~society.~~word ~~This~~of ~~technology~~mouth ~~predicts~~and ~~that~~social ~~plant~~media ~~and~~exchanges. ~~animal~~We ~~stem~~have ~~cells~~seen ~~exposed~~positive toproduct ~~prolonged~~response. The ~~microgravity~~Company inis ~~space~~currently focused ~~can~~on bedeveloping ~~endowed~~relationships with ~~new~~national ~~characteristics~~distributors.

Life on Earth has always developed within the confines of gravity. About 50% of the energy expended by terrestrial-bound plants is dedicated to structural support in order to overcome gravity. By removing gravity from the equation, plant cells in a weightless environment have an excess of energy. This relatively benign environmental change causes the plant to engage its survival mechanisms, thereby enabling differential gene expression. The plant is able to adapt quickly to changing environments or disease-causing organisms, stressors that we introduce artificially while the plant is in microgravity thereby directing gene expression. This indicates that we can produce new varieties of plants, with required new attributes, faster than traditional methods.

All aspects of our Directed Selection™ technology must be conducted in a long-term microgravity environment, currently only available in space. We partnered with the University of Florida to conduct the initial experiments in order to validate the efficacy of this technology in space. Preliminary results showed that the Directed Selection™ technology was able to identify frost resistance capabilities in the Jatropha Curcas plant. This capability could allow cultivation in areas previously impossible.

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The Company may use the Directed Selection™ platform technology to create more robust plant varieties adapted toward desirable characteristics. Directed Selection™ research may be aimed to produce new varieties of proprietary, patentable stem cells for plants with desirable traits like the ability to better survive environmental challenges (i.e. temperature or climate change) or to resist disease. Adaptive changes in the plant could be accomplished without the need for additive or subtractive genetic engineering, thus eliminating public concerns about GMOs. The plant still uses the capabilities that are a natural part of its genetic potential through altered gene expression that enables adaptation toward valuable traits.

A key part of our future operations is the expansion of these patents to cover additional crops, animals and humans, and the specific methods and tools that are developed from our research and development. The Company possesses patent applications that contain claims covering biological processes in microgravity, including the growth of cellular plant and animal tissues in orbit, stem cell replication and related processes.

The second part of the Directed Selection™ technology pertains to the mass replication or propagation of stem cells in space, something that can be done on Earth but at much slower rates. Although stem cells can be produced on Earth, current methods are inadequate to create large quantities of healthy cells in short periods of time. Our technology would allow for the increased production of healthy stem cells. Tests, which occurred over six space missions, have provided initial proof-of-concept that the Directed Selection™ technology allows stem cells to replicate en masse. We believe it may eventually allow us to produce large quantities of undifferentiated pluripotent stem cells in the same environment for commercial sale to third parties.

Directed Selection™ Research

A series of space microgravity experiments were executed by means of six space shuttle flights to the ISS spanning from 2007 through 2011, linked to and supported by the NASA Space Act Agreement entered into by ZGSI’s founder, Mr. John W. Kennedy. A new five-year RSAA, signed during January 2016, with NASA ARC, provides us access to NASA scientists and laboratories to continue research on earth. In addition, we expect that there are opportunities through a collaboration with Space Florida to continue research on the ISS. Space Florida is an economic development organization devoted to space research and drives Florida economic development across the global space enterprise. In prior years, tests of chemical compounds, plant cells, and mammalian stem cells in microgravity were conducted in conjunction with the USDA, Agricultural Research Service Labs (Beltsville, MD) and TREC.

Proof of Concept Plant Research to Develop Jatropha Biofuel Strains.

The ZGSI space research program focused, in part, on Directed Selection™ of traits in plants, using microgravity. Initial research focused on in vitro cell culture methods for plants of interest for biofuels or valuable ornamentals. The tropical and sub-tropical plant, Jatropha Curcas (physic nut), produces an easily purified biodiesel or jet fuel, but Jatropha is intolerant of frost and subject to diseases like root rot, leaf spot, and rust. A Jatropha cultivar with a broader climate range, improved frost tolerance, and greater disease resistance, would be a valuable improvement to biofuel production. A parallel study of ornamentals tested an endangered orchid species, two types of tropical flowering tree, and a common plant model organism. Research encompassed a series of six flights, from 2007 through 2011, and was completed by Dr. Wagner Vendrame at TREC. Research support was provided by NASA, BioServe Space Technologies, the Vecellio Group, and Vecenergy Corporation.

Plant cells from test species were grown in microgravity aboard the ISS and returned to ground for follow-up testing. The series of experiments produced several important results. The research team discovered the means to produce and propagate plant stem cells using microgravity. Further, methods were developed to out-grow plants from microgravity stem cells. Plant cells in microgravity were able to form pro-embryonic masses, which would enable quick regeneration of clonal plant material in order to grow new, whole plants. Plant cells also had increased growth, and cell cultures acquired a high stress tolerance in microgravity based upon the ability to recover viable cells after a long-term (290 day) culture under very limited nutrient conditions. As predicted, plant cells grown in microgravity acquired different growth characteristics and differential gene expression, compared to growth in normal gravity conditions. Currently, proprietary Jatropha strains are in keeping at TREC. The Company expects to continue research efforts at the time sufficient financial resources are available.

Mammalian Stem Cell Research in Space

Mammalian stem cell research offers an immeasurable promise for human health through potential means of disease treatment or cure and for tissue or organ regeneration or repair. ZGSI scientists and collaborators recognized this valuable application of space research early on, in 2008, and used the STS-126 flight mission to attempt to grow porcine liver stem cells (PICM-19) in microgravity. The experiment verified that mammalian stem cells would propagate, differentiate, and even form biliary liver structures in microgravity. Cell viability was maintained and cell activity assays indicated that cells maintained hepatocyte detoxification function over the test period. An early stem cell experiment, the PICM-19 was an essential first step toward using microgravity to mass-propagate human differentiated or undifferentiated stem cells to accomplish a myriad of research goals. The Company has no current plan to finance additional research efforts

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Timeline and Plan of Operations

While we believe we can realize sustainable revenue executing our plan to leverage our technology and resources by developing strong business relationships with our channel partners, ~~integrate~~in domestic and international commercial markets; integrating our technology into other agricultural companies’ products; ~~and~~introducing ~~introduce~~ our ready to use lawn and garden retail product, ~~Gardner~~Gardener’s Choice®; and developing markets through sales to hydroponic grow stores and national distributors. However, we cannot guarantee we will be successful. Our business is subject to risks inherent in the establishment of a new business enterprise including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. There can be no guarantee that we will be able to obtain the necessary levels of profitability or fundraising needed to remain operational on a long-term basis. Adequate additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and product development programs or any future commercialization efforts. We will need to generate significant revenues to achieve profitability, and we may never do so.

Zero Gravity Solutions, Inc.

The Company is asubject ~~fully~~to the reporting ~~company~~requirements ~~and~~of asthe ~~such~~Securities Exchange Act of 1934, as amended and provides general and financial administration, ~~SEC reporting compliance,~~ marketing support and strategic planning to BAM ~~Inc.~~ and ~~ZGLS~~SASI. The Company also develops product marketing material, investor oriented materials and provides systems support and market reach on our websites and through social media programs.

During ~~May~~August 2016, the Company ~~announced~~identified ~~that~~a itneed ~~had~~to ~~closed~~raise ~~the~~additional ~~final~~funds ~~tranche~~to ofexecute its ~~previous offering~~business plan for the remainder of 2016 and future periods. In October 2016, the Company’s ~~Units~~began inaddressing anthose ~~exempt~~requirements through a private placement ~~transaction~~of ~~(“Private~~common ~~Placement”).~~stock ~~Each~~of ~~Unit~~up into ~~the~~$10,000,000 ~~Private~~at ~~Placement~~$3.00 ~~consisted~~per share of ~~one~~common ~~share~~stock ofissued (the ~~Company’s~~“ 2016 ~~common~~Private ~~stock~~Placement”). For ~~and~~the afiscal ~~five-~~year ~~warrant~~ended toDecember ~~purchase~~31, ~~one~~2018, ~~share of~~ the Company’s ~~common~~issued ~~stock~~approximately at304,000 ~~$2.00~~shares ~~for~~of ~~$1.25~~common ~~per~~stock ~~Unit.~~and ~~The Company~~ received gross proceeds of $6911,~~260,000~~154 ~~million~~ pursuant to the 2016 Private Placement.

During ~~August~~the ~~2016~~first quarter of 2019, the Company ~~identified~~redirected aits ~~need~~corporate tofinance ~~raise~~strategy ~~additional~~by ~~funds~~withdrawing toa ~~execute~~private ~~its~~placement ~~business~~and ~~plan~~restructuring ~~for~~its debt with the ~~remainder~~cooperation of ~~2016~~certain ~~and~~of ~~future~~its ~~periods.~~noteholders, more Infully ~~October~~detailed ~~2016,~~in the Company’s ~~began~~Current ~~addressing~~Report ~~those~~on ~~requirements~~Form ~~through~~8-K, afiled ~~new~~with ~~private~~the ~~placement~~SEC ofon ~~common~~June ~~stock~~13, of2019. The uprestructuring toconsolidates ~~$10,000,000~~the atCompany’s ~~$3.00~~existing ~~per~~notes ~~share~~and ofprovides ~~common~~more ~~stock~~favorable ~~issued~~payment (terms. In addition, the ~~"2016~~Company ~~Private~~raised ~~Placement")~~an additional $3,400,000 as a result of this restructuring.

~~For~~ The ~~the~~Company ~~fiscal~~expects ~~year~~to ~~ended~~continue ~~December~~providing 31strategic directives, ~~2017~~management and financial support to BAM, including working with NASA and Intrinsyx on future BAM-FX® related research missions to the ~~Company~~ISS ~~issued~~and ~~787,133~~the ~~shares~~roll out of ~~common~~Gardener’s ~~stock~~Choice® to big box and ~~received~~other ~~gross~~retail ~~proceeds~~outlets ofduring ~~$2,361,399~~2019. ~~pursuant~~The Company also expects to ~~its~~provide ~~2016~~business ~~Private~~development ~~Placement~~and financial support to SASI in 2019.

Commencing in 2016, the Company in cooperation with Space Florida, provided management assistance and strategic planning in the organization of the Planetary Sustainability Institute ("PSI"), a non-profit entity chartered to engage in research and commercialization of new sustainable technologies at the Kennedy Space Center. We expect to continue to play an integral part in the development of PSI’s sustainable agricultural research programs in 2018.

The Company expects to continue providing strategic directives, management and financial support primarily to BAM Inc., including work with Intrinsyx on future BAM-FX™ related research missions to the ISS, as BAM Inc. executes its business strategy during 2018.

BAM Agricultural Solutions, Inc.

~~Execution of~~ BAM ~~Inc.~~’s ~~2018~~ability to execute its 2019 business strategy isdepends ~~subject~~on tothe Company obtaining sufficient ~~funding~~operating capital. BAM ~~Inc~~. expects to build commercial agricultural product demand and brand recognition for BAM-FX™® by generating sales and revenue in domestic and international markets through ~~channel~~distributors ~~partners~~and direct sales, pursuing technology integration inor ~~other~~licensing ~~agricultural~~opportunities ~~companies’~~with ~~retail~~large ~~products~~agricultural companies, and launching aits lawn and garden retail product, ~~Gardner~~Gardener’s Choice® ~~during 2018.~~and ~~This~~hydroponic ~~strategy~~grow ~~entails~~store ~~identifying,~~retail ~~engaging~~product ~~and~~during 2019. ~~cooperating~~For ~~with~~the ~~multiple~~2019 ~~channel~~business ~~partners~~strategy to ~~include~~be ~~BAM-FX™~~successful, aswe awill ~~component~~need ~~of their agricultural product offerings; engaging major agricultural retail or wholesale chemical companies~~ to ~~identify~~directly ~~and~~provide ~~implement~~business ~~technology~~development ~~integration strategies;~~ and ~~successfully~~technical ~~introducing~~agronomy ~~our retail product to big box stores~~support.

The Company’s core product, BAM-FX™®, is an aqueous solution containing ionic zinc and copper micronutrients, in addition to sulfur. Currently, the product is sold in a concentrated form with pre-application dilution in rates ranging from 1:100 to 1:2,000. BAM-FX™® can be used in irrigation or hydroponic, seed treat and foliar applications. Zinc and sulfur promote plant growth and yield. Copper promotes enzyme activities in plants and is essential for chlorophyll and seed production. We believe the combination of micronutrients with other product attributes enables the product to improve crop yields, promote growth and withstand environmental stress by improving the plant’s ability to more efficiently uptake nutrients either available or latent in soils. The composition of micronutrient contained in BAM-FX™® is a contributor to its performance as a growth stimulator. We plan to focus our ~~2018~~2019 sales, agronomy and ~~science~~research efforts on - foliar, and seed treat ~~and irrigation~~ applications~~. In 2018~~, weintroduce ~~expect~~a togranular ~~show~~product ~~scientifically, for specifc crops, how~~ and ~~when,~~refine ~~in terms of~~ application ~~timing,~~protocols ~~these~~on ~~benefits~~our ~~are~~targeted ~~best expressed during the plant’s life cycle~~crops.

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~~BAM~~Domestic ~~Inc.~~target ~~expects~~crops tofor ~~narrow~~2019 ~~sales~~commercial ~~and~~markets ~~marketing~~are ~~efforts~~primarily ~~geographically~~those ~~and to certain~~ crops. ~~The~~with ~~Company~~high ~~expects~~farm value to ~~support~~growers ~~existing~~including ~~and expand domestic channel partner activity through 2018. Domestic crop focus for 2018 includes~~ grape, berry, soybean, cotton, tobacco, vegetable, hemp, cannabis and avocado.

Business development efforts, including additional product performance ~~trails~~trials, are expected to continue in India and China. The Company received approval to import and sell BAM-FX™® in China during February 2018 and ~~expects~~in India during the first quarter of 2019. We plan to ~~receive~~continue ~~approval~~our ~~for~~business ~~import~~development ~~and~~engagement ~~sale~~with Asia 21 to place product with local distributors in ~~India~~China. ~~during~~Our ~~the~~target ~~forth quarter~~crops offor ~~2018~~China 2019 commercial sales include grape, rice and flowers.

~~The~~We ~~Company~~are ~~expects~~negotiating tothe ~~introduce~~terms ~~product~~of ~~into~~a ~~Brazil~~distribution ~~through~~agreement ~~ongoing~~with ~~efforts,~~Nurture ~~which~~Earth ~~commenced~~for commercial sales in ~~2017,~~India. ofNurture aEarth ~~potential~~has ~~business~~introduced ~~partner~~and ~~currently~~successfully ~~applying~~trialed ~~for~~our ~~approval~~product towith ~~import~~a ~~and~~major ~~sell~~seed ~~within~~company over the ~~country.~~past ~~Sale~~three ofyears who has expressed interest in purchasing product ~~into~~in ~~Haiti~~2019. isIn ~~currently~~addition, ~~subject~~Nurture Earth has introduced our product to ~~Haitian~~hundreds ~~government~~of local distributors, also expressing interest in purchasing for resale. We received approval for import and issale ~~managed~~in byIndia aduring ~~group~~the first quarter of ~~business~~2019. We ~~professionals~~received ~~having~~and ~~high-level~~expect ~~relationships~~to fulfill ~~within~~an initial order from Nurture Earth for approximately 2,500 gallons of BAM-FX® during the ~~country~~fourth quarter of 2019.

OnThe ~~February~~Company ~~13,~~expects ~~2018,~~to ~~the~~begin ~~Company~~initial ~~signed~~product ansales ~~exclusive~~within ~~business~~Brazil ~~development~~during ~~and~~2019. ~~distribution~~We ~~agreement~~worked ~~for~~with ~~introduction~~an ofagricultural ~~BAM-FX™~~product ~~into~~distributor ~~agricultural~~during ~~markets~~2017 inand ~~Mexico~~2018, Dallgree. ~~The~~Dallgree ~~initial~~purchased ~~collaboration~~product into ~~the~~trial ~~business~~in ~~development~~a ~~process~~number isof ~~expected~~crops toincluding becorn, ~~avocado~~bean ~~with~~and ~~secondary~~sugar ~~attention to berries~~cane. We ~~expect~~During ~~our~~the ~~agronomy~~first ~~team~~and ~~will~~second ~~work~~quarters ~~with~~of an2019, ~~agronomy~~we ~~expert~~provided inonsite ~~Mexico~~technical tosupport ~~develop~~for ~~protocols~~meetings ~~through~~with ~~numerous~~growers ~~tests~~trialing of BAM-FX™® inand ~~diverse~~believe ~~geographies~~these ~~and~~efforts ~~soils. Assuming~~will ~~the~~result ~~success~~in ofan ~~the~~additional ~~trials,~~order wein ~~expect~~2019 ~~product~~from ~~introduction~~Dallgree. ~~efforts~~We expect to ~~avocado~~finalize ~~growers~~a distribution ~~could~~agreement ~~begin~~with inDallgree during the second half of 2019.

~~The~~On ~~Company~~February ~~started~~13, ~~investigating~~2018, the ~~retail~~Company ~~markets~~signed ~~for~~an ~~ready-to-use~~exclusive ~~home~~business development and ~~garden~~distribution ~~applications~~agreement inwith ~~2016~~Agro ~~and~~Space ~~developed a ready~~ to ~~use~~introduce ~~product,~~BAM-FX® ~~Gardner’s~~into ~~Choice,~~agricultural ~~during~~markets ~~2017~~in ~~with~~Mexico. anThe ~~expected~~initial ~~market~~collaboration ~~introduction~~ in the ~~third~~business ~~quarter~~development ofprocess ~~2018.~~is ~~BAM~~in ~~Inc.~~avocado ~~signed~~with asecondary ~~distribution~~attention ~~agreement~~to berries. Trials with ~~CustomQuest,~~avocado ~~Inc.,~~growers ~~(“CustomQuest”),~~began ain ~~subsidiary~~the fourth quarter of ~~Victory~~2018 ~~Wholesale~~with ~~Group,~~final aresults ~~respected~~expected ~~national~~during ~~distributor~~the offourth ~~grocery~~quarter ~~and~~of ~~health~~2019. ~~and~~During ~~beauty~~the ~~care~~second ~~products~~quarter to2019, aAgro ~~diversified~~Space ~~segment~~began oftrials ~~retail/consumer~~on ~~markets~~berry crops. ~~CustomQuest~~We ~~currently~~expect ~~services~~our ~~over~~agronomy ~~25,000~~team ~~retail~~will ~~locations~~continue ~~and~~to ~~will~~work ~~utilize~~with ~~its~~Agro ~~infrastructure~~Space’s ~~and~~agronomy ~~resources~~expert toin ~~begin~~Mexico ~~the~~during ~~rollout~~2019 ofto ~~Gardner’s~~develop ~~Choice,~~protocols athrough ~~ready-to-use~~numerous ~~formula~~tests of BAM-FX™.® ~~The~~in ~~Company~~diverse ~~has~~geographies ~~identified~~ and issoils. We ~~currently~~believe ~~working~~Agro ~~with~~Space awill ~~third-party~~obtain ~~vendor~~approval for import and sale of product ~~packaging~~in ~~and~~Mexico ~~labeling~~during ~~fulfillment~~2019. ~~services~~Assuming the success of the trials and areceipt ~~second~~of ~~third-party~~import ~~vendor~~approval, towe ~~assist~~believe commercial ~~with~~product ~~state~~introduction ~~registration~~efforts ~~requirements~~could begin in 2019.

~~The~~BAM ~~Company~~investigated ~~believes~~the ~~that~~retail ~~current~~markets ~~field~~for ~~agricultural~~ready-to-use ~~technical~~home ~~support~~ and ~~sales~~garden ~~personnel~~applications ~~are~~in ~~adequate~~2016 ~~for~~and ~~2018.~~developed ~~The~~a ~~Company~~ready to use product, Gardener’s ~~personnel~~Choice®, ~~resources~~during ~~include~~2017 ~~five~~and ~~agronomists~~2018. orBAM ~~certified~~attended ~~crop~~a ~~advisors~~number of trade shows in ~~California~~2017 and 2018, showcasing the ~~Midwest~~product at a Company booth, and ~~Texas~~received both wholesaler interest and initial orders for delivery in the first and second quarter of 2019. InDuring ~~addition~~the first quarter of 2019, BAM was approved as a vendor with Ace Hardware and Mid-States Distributing LLC, a distributor in the farm store channel with thirty nine (39) members having over seven hundred (700) store locations in thirty three (33) states and five (5) in Canada. The Company ~~expects~~engages three independent retail experts who have access to ~~maintain~~an ~~its~~independent ~~current~~sales ~~number~~rep group of ~~sales~~over thirty professionals. This team introduced product to major big box and regional retail companies during 2018, which we expect will continue and expand throughout 2019. The Company identified and works with a third-party vendor for product packaging, labeling and fulfillment services. During 2019 the Company hopes to build its sales ~~support~~representative ~~personnel~~network to generate sales of Gardener’s Choice®.

WeSpecialty ~~believe~~Agricultural ~~the Company’s manufacturing facility in Okeechobee~~Solutions, ~~Florida, should have sufficient capacity to fulfill domestic and international orders for product demand in 2018~~Inc. We have undertaken a number of changes in the manufacturing process to simplify production and more efficiently and consistently produce high quality product. The changes also enable the Company to provide standard operating processes and procedures to third party fulfillment entities for additional production capacity as demand requires.

During the fourth quarter of 2018, BAM delivered and sold introductory quantities of product to grow stores in Michigan, utilizing sample counter displays and targeted magazine advertising. SASI, the entity formed to address cannabis markets and began operations on January 1, 2019, introduced product to grow stores in Oklahoma and Colorado during the first quarter of 2019, generating consumer interest and initial sales to grow stores in Oklahoma. The Company plans to generate sufficient interest in retail outlets to attract the attention of regional and national wholesale distributors in cannabis channel markets with the hope that they will incorporate our product into their distribution channels.

In addition, SASI hopes to work with commercial indoor grow operations and develop product application protocols that fit within their standard operating processes. We are developing the expertise and operational understanding of indoor grow operations, which we hope, will benefit our business development efforts during 2019. In addition to improved yield and quality, we have identified early sexing of plants as a return on investment for growers. Early sexing is of particular importance to a grower as only female plants are used for extraction and production of cannabis products. The earlier a plant’s sex is determined in a growing cycle, the less resource is used to nurture plants that will eventually be discarded. We expect to continue trial work to validate our product claims during 2019.

SASI believes domestic hemp markets represent a significant revenue opportunity for 2019. By integrating BAM-FX^® into hemp agricultural input programs we believe we can establish a foothold in this anticipated rapid growth market. Inclusion of hemp in the 2018 US Farm Bill legalizes hemp and makes hemp a viable crop for domestic growers, most of which have no prior experience with this crop. We plan to conduct trials with our product to develop an application protocol to maximize either fiber production or quality of oils extracted. Based on our prior trials in the cannabis grow markets, we believe improved return on investment could be realized by hemp growers and plan to introduce BAM-FX^®, based upon successful trials, to hemp growers in 2019.

We believe the Company’s manufacturing facility in Okeechobee, Florida, has sufficient capacity to fulfill domestic and international orders for product demand in 2019. We continually improve our manufacturing process to simplify production and become more efficient while consistently producing a high quality product.

Zero Gravity Life Sciences, Inc.

We expect ZGLS will ~~assist~~remain ~~with~~inactive ~~agricultural~~during research and identify complimentary technologies for agricultural and any space related initiatives and assist in developing and testing new BAM-FX™-based formulations for specific crops and varying geographic soils and weather conditions2019. In addition, ZGLS will manage our intellectual property portfolio and assist BAM Inc. with patent strategies related to commercialization of new products. The Company also expects ZGLS to provide focus on the Company’s Planetary Sustainability Institute efforts in 2018 in cooperation with Space Florida.

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Strategy for Growth

~~BAM~~The ~~Agricultural~~Company ~~Solutions~~expects to build upon its existing relationships with large-scale growers, ~~Inc~~co-operative groups and agricultural input distributors and generate revenue through direct product sales and product integration opportunities. We plan to conduct limited commercial grower experience trials in targeted high value domestic crops utilizing a small but talented technical and sales group including two agronomist employees, sales management and subject matter expert consultants in avocado and specialty crops including cannabis and hemp. Our plan includes adding sales management and agronomists, which will be dependent upon our performance and financial resources. Given our current staffing, we believe our commercial product sales efforts will be limited to Texas, California and the Mid-west. We expect to continue to develop data for crop sheets and product line extensions with a few independent third parties including Iowa State University and Nurture Earth.

~~BAM~~The ~~Inc. is~~Company’s ~~executing~~international ~~the~~sales ~~commercial~~efforts ~~roll~~and ~~out~~revenue ofproduction ~~BAM-FX™~~will ~~following~~depend ~~three~~on ~~years~~the ofrelationships ~~initial~~it ~~product~~has ~~testing~~built in prior years with ~~several~~distributors ~~universities~~in India, ~~end~~Brazil, ~~product users~~China, Mexico and ~~laboratory~~Philippines. ~~work~~We ~~supplementing~~expect ~~the~~that ~~science~~we ofwill ~~BAM-FX™~~generate ~~during~~product ~~2017~~sales ~~through~~in ~~work~~these ~~performed~~countries ~~under~~by ~~the~~providing ~~RSAA~~technical ~~with~~as ~~NASA~~well ~~ARC.~~as ~~BAM-FX™~~marketing issupport ~~licensed~~to indistributors who have committed their time and resources to develop their local commercial markets through a ~~fertilizer~~number of years of studies with end users. Although our product ~~category~~has ~~and~~been approved for import and sale in ~~thirty-three~~a ~~states~~number inof ~~the~~other ~~United~~countries ~~States,~~and ~~China,~~we ~~Colombia,~~have ~~Paraguay~~identified ~~and~~potential ~~Chile.~~distributors ~~BAM~~in ~~Inc.~~those iscountries, ~~pursuing~~we ~~registration~~plan ~~and~~to ~~approval~~enter ~~from~~those ~~appropriate~~markets ~~government~~when ~~authorities~~definitive ~~for~~customer ~~commercial~~purchases ~~sale~~are clear and ~~distribution~~our ~~in Brazil,~~financial ~~South~~resources ~~Africa,~~are ~~Mexico,~~sufficient ~~India,~~to ~~Haiti~~provide ~~and~~proper ~~the~~support ~~Philippines~~for our local partner.

The ~~Company~~second ~~expects~~phase toof ~~focus~~the ~~2018~~Company’s 2019 commercial sales and marketing ~~effort~~strategy onis ~~certain~~to ~~crops,~~pursue ~~including~~alliances ~~grape,~~with ~~berry,~~large ~~tobacco,~~agricultural ~~soybean,~~and ~~cotton,~~chemical ~~avocado~~manufacturers ~~and~~to ~~cannabis.~~incorporate ~~Our~~our ~~2017~~core ~~trials~~technology ~~also~~within ~~showed~~their ~~positive~~product ~~performance~~lines into ~~vegetable~~improve the performance and ~~fruit~~profitability ~~crops~~of existing product lines. We ~~plan~~have todiscussed ~~sell~~opportunities ~~our~~with ~~product~~three atlarge-scale ~~wholesale~~integrated toagricultural ~~our~~input distributors. orWe ~~channel~~expect ~~partners~~each ~~domestically~~opportunity ~~and~~will ~~internationally~~involve ~~and~~significant totechnical ~~end-users~~analysis inincluding ~~the~~product ~~absence~~efficacy oftesting, awhich ~~distributor~~if successful, could represent potentially sizable product sales or licensing revenue.

Our strategic plan will focus on sales of Gardener’s Choice^®, our ready to use home and garden product, which was introduced at the Ace Hardware 2018 Spring and Fall Conventions and GIE Expo 2017 and 2018. We received stocking orders from purchasers during the third and fourth quarters of 2018 and expect additional orders during the first and second quarters of 2019. Gardener’s Choice^® was approved as a qualified product and BAM as a qualified vendor of Ace Hardware and Mid-States Distributing during the first quarter of 2019. The Company hopes to expand its independent sales representative organization during 2019 with the assistance of retail subject matter expert consultants, currently engaged, to place Gardener’s Choice^® in regional and national retail outlets. The Company plans social media, digital media and television campaigns to support marketing and generate awareness and product sale through for our retail customers.

The Company, through SASI, plans to continue expanding upon its favorable product reception from placement in grow stores in Michigan and Oklahoma catering to legal cannabis growers and move into larger distributor channels to expand product reach. Recent changes in laws now make the possession of cannabis for medicinal or recreational uses legal in many countries throughout the world. The global legal market for such products in 2016 was $14.3 billion and is expected to reach $140 billion by 2027. These numbers anticipate approval of pending legislation in many countries that would once again allow for the large-scale farming of hemp, a variety of cannabis, which contains very low levels of the psychoactive agent known as THC. Twenty-five of the largest producers of cannabis in North America are reported to have under operation and construction more than seven million square feet of indoor capacity. Preliminary data has shown that BAM-FX^®, added to a grower's protocol, has produced up to a 44.79% increase in vegetative growth, in weight of processed buds per plant, as well as a significant improvement in quality, as measured by THC, terpene and cannabinoid levels. Through SASI, we will continue to pursue additional field studies to demonstrate the value of BAM-FX^® to the cannabis industry while expanding product development and sales efforts in the emerging domestic, hemp industry.

We are currently in discussions with groups that are pursuing fully integrated hemp growing operations in the United States. We intend to collaborate with one or more of these groups during 2019. Our objective will be to integrate BAM-FX^® as, a preferred input in the growing process to improve yield and provide growers a higher return on investment.

Currently, our sales and agronomy personnel are sufficient to support our domestic commercial and retail business strategies. As sale and distribution expands domestically and internationally, additional technical personnel will be required and added, on an as needed basis.

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We expect to continue to develop our domestic channel partner network during 2018. International distributor agreements cover Colombia, Paraguay, Mexico and Haiti. We expect to conclude distribution agreements for China during 2018 and are currently working with distributors or potential distributors in business development efforts and for government registration for import and sale in Brazil, India, Philippines and Mexico. The Company curtailed operations in Chile during the fourth quarter of 2017 until adequate resources are available to address the Chilean markets or a channel partner is identified.

On February 20, 2018, BAM Inc. and the Lichtinger Group entered into a License and Business Development Agreement Mexico, effective as of February 13, 2018 (the “Agreement”). Following consummation of the Agreement, the Lichtinger Group formed a company in Mexico, Agro Space Tech SA, “Agro Space”, in which BAM will receive a twenty percent (20%) equity ownership interest.

The Agreement provides Agro Space with the exclusive right to import, package, sell and distribute BAM’s product lines and promote its brand, as well as other “white label” brands as they are introduced, in the Mexican markets, and a limited manufacturing right to modify the presentation of BAM’s products and dilute such products, all during the term of the Agreement. The exclusivity of the rights licensed to Agro Space are conditioned upon (i) meeting specified revenue targets beginning on the third anniversary following the successful completion of specified local trials through the tenth anniversary thereof; and (ii) an expansion of the business to target and add a specified number of crops during each of the five (5) years following the successful completion of specified local trials.

The second phase of the Company’s 2018 sales and marketing strategy is to pursue alliances with large agricultural and chemical manufacturers to incorporate our core technology within their product lines to improve the performance and profitability of existing product lines. We are currently discussing these opportunities with three large-scale integrated agricultural input distributors and one fertilizer manufacturer. We expect each opportunity will involve significant technical analysis including product efficacy testing, which if successful, will represent potentially sizable product sales or licensing revenue.

Gardner’s Choice, a ready to use home and garden product, is expected to be introduced to big box stores and lawn and garden retailers in 2018. The Company has received positive response from purchasers during Gardner’s Choice presentation during the Ace Hardware 2018 Spring Convention and GIE Expo 2017 in the fourth quarter of 2017. We believe we will receive stocking orders from purchasers during the third quarter of 2018.

Recent changes in laws now make the possession of cannabis for medicinal or recreational uses legal in many countries throughout the world. The global legal market for such products in 2016 was $14.3 billion and is expected to reach $140 billion by 2027. These numbers anticipate approval of pending legislation in many countries that would once again allow for the large-scale farming of hemp, a variety of cannabis, which contains very low levels of the psychoactive agent known as THC. Twenty-five of the largest producers of cannabis in North America are reported to have under operation and construction more than seven million square feet of indoor capacity. Preliminary data has shown that BAM-FX™, added to a growers protocol, has produced up to a 44.79% increase in vegetative growth, in weight of processed buds per plant, as well as a significant improvement in quality, as measured by THC, terpene and cannabinoid levels. We will continue to pursue additional field studies to demonstrate the value of BAM-FX™ to the cannabis industry, including hemp. Currently, we are in discussions with groups representing the larger growing operations in the U.S., Israel, and Uruguay, who we expect will be conducting larger-scaled trials with cannabis plants grown under various conditions, and with several of the common varieties of plants under cultivation. We intend to work with these groups to demonstrate the value of BAM-FX™, to make it a preferred, or required, element in the growing process, to improve their competitive advantage. At the same time, we expect to continue discussions with regional distributors of products that target individual cannabis growers.

Currently, our sales and agronomy personnel are sufficient to support our domestic commercial and retail business strategies. As sale and distribution expands internationally, additional technical personnel will be required and added, on an as needed basis.

The Company’s growth strategy, in part, is to engage and support channel partners in domestic and international agricultural markets. We believe our sales approach for 2018 will focus primarily on target crops and select geographies with a combination of foliar and seed treat applications. Working with agricultural input distributors and chemical companies to incorporate our core technology into an existing product line to enhance performance is an integral component of our 2018 revenue strategy. In addition, our revenue strategy is expected to include the introduction of Gardner’s Choice into retail and lawn and garden venues.

Zero Gravity Life Sciences, Inc.

ZGLS’s short to mid-term plans includes the utilization of NASA and PSI relationships to research BAM-FX™ related to space program applications, as well as engaging in research based upon the Company’s zero/micro gravity intellectual property leading toward the development and patenting of unique stem cells developed on the ISS. These potentially patentable plant stem cell lines could lead to new global food cash crops resistant to climate change and other adverse environmental factors.

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Intellectual Property

We have made protection of our intellectual property a strategic priority. We rely on a combination of patent applications, trademarks, trade secrets and other intellectual property laws to protect our proprietary rights.

Patent Applications

We are the owners ~~or licensees~~ of ~~three~~a U.S. ~~patents~~patent and ~~many U.S. and~~ foreign pending patent applications that form an important part of our immediate and future business plans. We have been assigned or licensed the rights to these patent applications through agreements with our ~~chief~~former ~~science~~Chief ~~officer~~Science Officer and former director, John W. Kennedy.

We are the assignee of a portfolio of patent applications that pertain to the second-generation bioavailable mineral compositions BAM-FX™®. The BAM-FX™® composition is highly useful as a nutrient additive that may fortify against disease or environmental stresses and promotes growth. The basis of which is the ability of the ionized micro nutrient platform to deliver selected minerals into a plant or other complex organism systemically at the cellular level. The U.S. Patent and Trademark Office issued U.S. Patent No. 9,266,785, titled Bioavailable Minerals for Plant Health, on February 23, 2016. The patent will expire on December 27, 2026. Related applications are pending in Chile, Thailand, and Malaysia as well as a child U.S. application.

We On ~~are~~April ~~also~~29, ~~the~~2019, ~~licensee~~we ofentered ainto ~~patent~~the ~~application~~Settlement ~~that~~Agreement ~~pertains~~with toJohn ~~the~~W. ~~use~~Kennedy, ofthe ~~artificial~~Company’s ~~Superoxide~~former ~~Dismutase~~Chief ~~("SOD")~~Science ~~compositions~~Officer ~~for~~and ~~the~~a ~~treatment~~former member of ~~several~~the ~~plant~~Board, pursuant ~~and~~to ~~animal diseases~~which, ~~including~~among ~~amyotrophic~~other ~~lateral~~things, ~~sclerosis~~Company ~~(also~~assigned ~~known~~certain asIntellectual ~~ALS~~Property to ~~disease)~~Mr. ~~Superoxide is naturally produced by plants and animals~~Kennedy, ~~including humans,~~ and ~~its production is accelerated in times of trauma or stress~~Mr. ~~SOD~~Kennedy isagreed ~~produced by the cells~~ to ~~counteract~~effectuate the ~~effects~~transfer of antwo ~~over-production~~million ofshares ~~superoxide. Adequate amounts~~ of ~~SOD~~common ~~may~~stock ~~increase life-span in humans and may be capable~~ of ~~remediating~~the ~~(and~~Company back ~~saving)~~to ~~severely~~the ~~stressed plants~~Company. The ~~This~~Intellectual ~~patent~~Property ~~application~~relates ~~discusses~~to antechnologies ~~artificial SOD~~ that ~~can~~the beCompany ~~easily~~does ~~applied~~not ~~and~~intend ~~used~~to ~~for~~pursue. ~~treating~~The ~~over-production~~Settlement ofAgreement ~~superoxide,~~was ~~particularly~~entered ~~ALS~~into ~~and~~in ~~other~~order ~~neural~~to ~~disorders.~~resolve ~~Animal~~certain ~~studies~~disputes ofbetween the ~~SOD~~Company ~~are~~and ~~being~~Mr. ~~discussed~~Kennedy onconcerning anvarious ~~ongoing~~licensing ~~basis with NASA~~ and ~~academic~~royalty ~~entities.~~agreements ~~The~~entered ~~plant~~into ~~and~~between ~~space~~the ~~radiation~~parties ~~applications~~covering of the ~~patent~~Intellectual ~~applications are being licensed to ZGSI exclusively from Mr~~Property. ~~John W. Kennedy for specialized testing and research.~~

~~ZGSI~~ Pursuant ~~is the exclusive assignee of a patent application and an issued U.S. Patent No. 9,816,071, both directed~~ to the ~~replication~~Settlement ~~of stems cells in a weightless environment. These patent applications contain claims covering biological processes in microgravity~~Agreement, ~~including~~ the ~~growth~~Company ~~of cellular plant~~ and ~~animal tissues on-orbit, stem cell replication and related processes~~Mr. ~~The~~Kennedy ~~technology~~also ~~accelerates~~entered ~~the~~into ~~evolution~~a ofRoyalty ~~organisms~~Agreement, ~~particularly~~providing ~~plants~~for, toamong ~~adapt~~other ~~the~~things, ~~organism~~certain toroyalty ~~thrive~~payments ~~in a hostile environment including cold and/or arid climates. Plants adapted using the technology show increased tolerance for the selected hostile environment relative~~ to ~~traditional~~be ~~plants.~~made Specific applications include the development of food crops that are tolerant of cold climates (e.g. frost resistant crops) and arid environments (drought resistant crops). A key part of our ongoing operations is the expansion of this technology to ~~cover additional crops, animals and potentially humans, and~~ the ~~specific~~Company ~~methodologies and tools that are developed~~ from ~~our~~the ~~R&D.~~gross Itrevenue isgenerated ~~therefore~~by ~~a part of our technology that holds much promise and, from a commercial standpoint, falls into~~ the ~~longer-term~~Intellectual ~~plans of the Company~~Property.

Trade Secrets

Parts of our portfolio of intellectual property includes trade secrets pertaining to the manufacturing of several of the materials previously mentioned. In particular, BAM-FX™® compositions and ~~its~~their derivatives are made in a complex and very specific process utilizing purpose-built equipment. These manufacturing processes are a separate technology, distinct from the patent applications, and remain highly secure and confidential. Reverse engineering of a product is always possible with sufficient resources. However, attempting to manufacture BAM-FX® compositions without the correct purpose-built equipment requisite to the task may result in a runaway exothermic reaction. We believe that the experience we have honed over several years of manufacturing these products gives us a substantial competitive edge over any potential newcomers.

~~Trademarks~~14

In 2015, we filed a trademark application to protect BAM-FX™ which was registered with the USPTO on November 8, 2016. Our trademark "UNLOCKING NUTRITION FOR THE WORLD™" was registered with the USPTO on September 8, 2015. A U.S. trademark application for our ready-to-use consumer product, named Gardener’s Choice™, was filed on May 15, 2017. We anticipate the registration of this trademark to occur shortly. We also hold a number of other common law trademarks that we may register in the future.

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~~As of January 19, 2018, the Company has the following trademark inventory:~~ Trademarks

~~Mark~~Our ~~Country~~product ~~BAM~~names, AGlogos ~~SOLUTIONS~~and ~~EUTM~~taglines ~~BAM~~are ~~AGRICULTURAL~~recognized ~~SOLUTIONS~~by ~~Chile~~consumers ~~BAM~~and ~~AGRICULTURAL~~are ~~SOLUTIONS~~valuable ~~EUTM~~assets ~~BAM~~we ~~AGRICULTURAL~~are ~~SOLUTIONS~~committed USto ~~BAM~~protecting. In FXan &effort ~~Design~~to ~~Chile~~secure ~~BAM-FX~~these USbrands ~~EUTM~~for USour ~~DIRECTED~~exclusive ~~SELECTION~~use, ~~EUTM~~we ~~DIRECTED~~have ~~SELECTION~~filed USapplications ~~GARDENER'S~~and ~~CHOICE~~obtained registrations in the US ~~UNLOCKING~~and ~~NUTRITION~~EU ~~FOR~~Trademark ~~THE~~Offices. As ~~WORLD~~of USJuly 1, 2019, the Company has the following trademark inventory:

●

United States

BAM AGRICULTURAL SOLUTIONS, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

BAM-FX^®, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption in agricultural crop production, not intended for lawn use.”

, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

GARDENER’S CHOICE^®, registered for Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

THE KEY TO POWERFUL PLANTS, registered for “Fertilizers.”

UNLOCKING NUTRITION FOR THE WORLD, registered for “Fertilizers.”

●

European Union

BAM AG SOLUTIONS, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

BAM AGRICULTURAL SOLUTIONS, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

, registered for “Plant growth stimulators, namely, preparations for enhancing plant nutrient uptake and absorption.”

Strategic Relationships

1. NASA – During January 2016, the Company executed a new five-year ~~Reimbursable Space Act Agreement, (“~~RSAA”), with NASA ARC and an existing investor and contractor, Intrinsyx ~~Technologies Corporation (“Intrinsyx”)~~. The RSAA gives the Company access to NASA scientists and laboratories, which ~~are~~assist ~~assisting~~ in identifying and documenting attributes of the Company’s product and potential applications in other segments of agricultural markets. We did not utilize these resources due to lack of funding during 2018 however, we continue to maintain a professional relationship, hoping for future engagement. The primary objectives of the RSAA are:

To establish the scientific basis for action of ZGSI products:

To quantify the impact of ZGSI products on plant growth and productivity:

To evaluate and test the impact of ZGSI products on yield physiology of selected crops important to commercial agriculture and NASA applications: and

To evaluate and test the potential utility of ZGSI products to NASA space biology, and life support applications.

2. Intrinsyx ~~Technologies Corporation (“Intrinsyx”)~~ is an engineering and information technology services company that has delivered innovative, high-performance IT solutions for space systems and payloads to NASA for over 11 years. Intrinsyx is an important collaborator in our third-party funded field trials of our BAM-FX™® formulation. Intrinsyx also liaises with NASA to support our continued access to NASA-funded research and development on the ISS.

3. The Tropical Research and Education Center of the University of Florida Institute of Food and Agricultural Sciences located in Homestead (“IFAS/TREC”) has conducted field trials on BAM-FX™ on multiple crops. TREC was the primary investigator during five trails of our Directed Selection™ technology on flights to the ISS.15

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4. The Center for the Advancement of Science in Space (“CASIS”) is the new non-governmental organization responsible for the management of the United States’ portion of the ISS which has been designated as a national laboratory. We are continuing discussions with CASIS to use the facility at the Kennedy Space Center for lab support of our plant research.

5. We continue our discussions with Space Florida to create a PSI, which in part, is expecting to be an agricultural innovation center for the purpose of combining knowledge gathered on the ISS with the need for improved ground focused applications.

Government Regulations

Although BAM-FX™® is different than common fertilizers available, state regulatory agencies require us to register the product as a fertilizer. The BAM-FX™® product has been registered and issued a license as a liquid fertilizer in ~~thirty-three~~all fifty states. The Company does not claim that BAM-FX™® is a fungicide, bactericide or pesticide, therefore alleviating regulatory oversight associated with those claims. Gardener’s Choice®, our ready to use home and garden product is also subject to state regulatory agency requirements and has been registered and issued a license as a liquid fertilizer in all fifty states. All ingredients in the formulation are categorized as Generally Regarded as Safe ~~(“GRAS”)~~ by the United States Food and Drug Administration (“USFDA”).

~~With~~For ~~our~~all ~~Directed~~other ~~Selection™ technology utilized in the creation of new varieties of an existing plant’s stem cell with unique characteristics~~countries, ~~the~~BAM-FX® ~~resulting plant~~ is ~~developed~~required ~~exclusively through differential gene expression by exposure of the indigenous genome of the original plant~~ to ~~microgravity.~~register Noand ~~foreign~~obtain ~~DNA~~approval orfrom ~~genetic material is added or introduced to~~ the ~~genome,~~appropriate ~~thus~~government itagency isregulating ~~not considered to be a GMO and~~ the ~~Company~~import ~~believes~~of ~~that~~agricultural ~~it would likely not fall under regulations that GMOs face~~products. We ~~believe~~have ~~that~~completed ~~plants~~governmental ~~developed~~requirements ~~with~~of ~~Directed~~and ~~Selection™~~have ~~technology~~received ~~would~~approval befor ~~regulated~~import byand ~~the~~commercial ~~USFDA~~sale asof ~~are other non~~BAM-~~genetically~~FX® ~~modified~~into ~~plants~~China, ~~and~~Brazil, weColombia, doChile, ~~not~~Paraguay, ~~expect~~and ~~regulation to significantly impact our business plan~~India.

~~Application~~The of2018 ~~the~~Farm ~~Directed~~Bill, ~~Selection™~~enacted ~~technology~~December to20, ~~develop~~2018, ~~human~~sets ~~stem~~forth ~~cells~~a ~~represents~~definition of a ~~long-term~~plant ~~goal~~biostimulant. ofThe USFDA can modify that definition in a report to the ~~Company~~President and ~~therefore~~Congress wedue ~~have~~December ~~not~~19, ~~fully~~2019 ~~investigated~~identifying ~~the~~any ~~level~~regulatory, ofnon-regulatory ~~regulation~~and legislative recommendations, including the ~~resulting~~appropriateness ~~products~~of ~~may~~any ~~face~~definitions for plant biostimulant. ~~The~~We ~~Company~~plan ~~will~~to ~~complete~~actively amonitor ~~full~~the ~~review~~USFDA’s ofactions and the ~~applicable~~effect ~~regulations~~of ~~before~~their ~~beginning~~report recommendations, if any, ~~product~~on ~~development~~our ~~efforts~~product classification.

We expect that any products utilizing our Superoxide Dismutase (SOD) patent license will be subject to regulatory control. At this time, we have not completed research or development efforts in this area determine how a product may be regulated, if developed, as it relates to our Directed Selection technology.

Competition

~~Global~~During ~~Market~~2017, ~~Insights estimates~~ the ~~market~~Company ~~size~~increased ~~for~~its ~~micronutrients~~understanding ~~exceeded~~of ~~$4.5~~mode ~~billion~~of inaction ~~2014~~of ~~and~~the iscore ~~estimated~~technology toin ~~surpass $8~~BAM-FX®.5 ~~billion~~Initial byresearch ~~2023~~supports ~~growing~~our ~~with~~theory athat ~~cumulative~~our ~~average~~core ~~growth~~technology ~~rate~~acts ofas ~~more~~a ~~than 8% from 2016 to 2023~~bio-stimulant. ~~Asia~~A ~~Pacific~~plant ~~agricultural~~bio-stimulant ~~micronutrients~~is ~~markets~~any ~~account~~substance ~~for~~or ~~over~~microorganism ~~50%~~applied ofto ~~the~~plants ~~total market. The North America market was estimated~~ to ~~exceed~~enhance ~~$950~~nutrition ~~million.~~efficiency, ~~Foliar~~abiotic ~~applications~~stress ~~accounted~~tolerance ~~for~~(drought, ~~more~~extreme ~~than 22% of the total 2014 volume. There are more than 1~~temperature,~~000~~ ~~major~~mineral ~~fertilizer~~toxicity) ~~manufactures~~ and/or ~~more~~crop ~~than~~quality 2traits,~~000~~ ~~suppliers~~without ~~currently~~regard ~~servicing~~of ~~both~~ the ~~existing~~bio-stimulant’s ~~macronutrient~~nutrients ~~and micronutrient markets~~content. WePlant ~~compete~~bio-stimulants ~~with~~are ~~these~~also ~~suppliers~~contained ~~and~~in ~~manufacturers~~numerous ~~who~~commercial ~~offer~~agricultural ~~a broad product line, as a standalone zinc and copper based product~~products.

AGlobal ~~subset~~Market ofInsights, ~~manufacturers~~Inc. ~~and~~estimates ~~suppliers~~the market ~~zinc~~size ~~and~~for ~~copper~~bio-stimulants ~~foliar~~will ~~products~~exceed ~~perceived~~$4.0 tobillion beby ~~similar to BAM-FX™~~2024. ~~The~~It ~~products~~stated ~~make~~that ~~beneficial~~“The ~~use~~necessity ~~claims similar to those we make, which in most cases are not substantiated, and are generally sold~~ for ~~less~~sustainable ~~than~~farming ~~our~~practices ~~BAM-FX™~~coupled ~~wholesale~~with ~~price. Buyers often have~~ a ~~difficult~~scarcity ~~task distinguishing BAM-FX™ efficacy from other suppliers~~ of ~~zinc~~resources ~~and~~including ~~copper~~water ~~foliar~~supply ~~micronutrients. We believe our channel partner marketing approach focused on third party field test results~~ and ~~scientific~~land ~~proof~~availability ofwill ~~our~~propel ~~product~~the ~~claims, allows us to differentiate BAM~~bio-~~FX™~~stimulants ~~from~~market ~~other competitive products~~growth”. We believe that our product improves a grower’s return on investment through improved yield and reduction in agricultural inputs when properly applied to crops under appropriate agricultural conditions.

~~During~~“Acid-based ~~2017,~~ingredients dominate the ~~Company~~industry ~~increased~~accounting ~~its~~for ~~understanding~~over of50% ~~mode~~share ofby ~~action~~2024. ofBio-stimulant sales are attributed to foliar spray segment since foliar feeding serves as a timely measure to prepare the ~~core~~crops ~~technology~~for inexpected ~~BAM-FX™~~abiotic and biotic stress, such as heat stresses, drought or chill. ~~Initial~~Increased ~~research~~yield, ~~supports~~better ~~our~~flavor, ~~theory~~extended ~~that~~shelf ~~our~~life, ~~core~~higher ~~technology~~test ~~acts~~weight ason agrains and improved animal performance are some of the key factors augmenting the bio-~~stimulant~~stimulants market growth. ARow ~~plant~~crops ~~bio-stimulant~~segment is ~~any~~expected ~~substance~~to orregister ~~microorganism~~the ~~applied~~highest togrowth ~~plants~~during the forecast timeframe. This growth can be attributed to ~~enhance~~factors ~~nutrition~~such ~~efficiency,~~as ~~abiotic~~high ~~stress~~production ~~tolerance~~of ~~(drought,~~oil ~~extreme~~seeds ~~temperature,~~and ~~mineral~~food ~~toxicity)~~grains coupled with sustainable farming practices prompting the segment growth. High water absorption capacity and~~/or~~ increased root length for efficient nutrient uptake along with healthy and strong crop ~~quality~~appearance ~~traits~~will positively impact the product penetration. Dry form accounted for over 70% industry share in 2017. They are water soluble and contain humic acid, ~~without~~beneficial ~~regard~~bacteria, ofchelated ~~the~~iron, ~~bio-stimulant’s~~amino ~~nutrients~~acids, ~~content~~soluble sea kelp, vitamins, minerals, and dextrose. ~~Plant~~The ~~bio-stimulants~~key ~~are~~factors ~~also~~stimulating ~~contained~~the product demand include improved plant respiration, increased cell division & photosynthesis, lateral bud development, and delay in ~~numerous~~aging ~~commercial~~process ~~agricultural~~of ~~products~~plant tissues.”

~~Government~~The ~~agencies~~bio-stimulants ~~and~~industry ~~various~~is ~~organizations~~in ~~across~~an ~~the~~evolving ~~globe~~stage ~~have~~and ~~encouraged~~has ~~farmers~~attracted toparticipants ~~adopt~~including ~~bio-stimulants~~BASF ~~according~~SE, toBayer, ~~Global~~Valagro ~~Marker~~and ~~Insights~~Arysta LifeScience. InWe ~~June~~believe ~~2011,~~that the ~~European~~proper ~~Bio-stimulants~~classification ~~Industry~~of ~~Consortium~~our ~~was~~product ~~formed~~is tomore ~~foster~~aligned as a bio-~~stimulants~~stimulant. toBecause ~~improve~~this ~~yield~~is ~~with~~an ~~less~~evolving ~~resources~~industry, ~~with~~we ~~major~~believe ~~goals~~we ofhave ~~sustainable~~an ~~agricultural~~opportunity ~~production,~~to ~~economic~~become ~~growth~~a ~~and~~first ~~green~~mover ~~innovation~~in the industry. ~~The~~Although ~~acid~~this ~~based~~is ~~ingredient~~a ~~bio-stimulant~~potential ~~worldwide~~advantage, ~~market~~it also poses significant risk as the competition is ~~expected~~well tofunded ~~surpass~~with ~~$2.0~~resources ~~billion~~available bythat ~~2024~~are significantly greater than resources we have available.

~~The~~Presently, ~~bio-stimulant~~our ~~market~~product is atliquid. aWe ~~development~~are ~~stage~~developing ~~with~~a ~~the~~dry ~~most~~formulation, ~~notable~~which ~~players~~is ~~outside~~currently ~~the~~undergoing ~~United~~efficacy ~~States.~~trials ~~These players have established markets~~ and ~~adequate~~may ~~financial~~not ~~and~~be ~~technical~~available ~~resources,~~for ~~with~~commercial ~~which,~~production weuntil ~~may~~later ~~not~~in be2019 ~~able~~if toat ~~compete~~all. WeConsidering ~~expect~~approximately to70% ~~develop~~of athe share of bio-stimulant ~~product~~industry ~~only~~is inattributable ~~collaboration~~to ~~with~~dry aformulation, ~~large~~at ~~agricultural~~the orpresent ~~chemical~~time ~~products~~we ~~manufacturer~~compete orin ona ~~behalf~~potential 2024 market of aapproximately ~~distributor~~$1.2 ofbillion ~~agricultural~~according ~~inputs~~to Global Market Insights, Inc.

17A subset of manufacturers and suppliers market zinc and copper foliar products perceived to be similar to BAM-FX®. The products make beneficial use claims similar to those we make, which in most cases are not substantiated, and are generally sold for less than our BAM-FX® wholesale price. Buyers often have a difficult task distinguishing BAM-FX® efficacy from other suppliers of zinc and copper foliar micronutrients. We believe our marketing approach focused on third party field test results and scientific proof of our product claims, allows us to differentiate BAM-FX® from other competitive products. We believe that our product improves a grower’s return on investment through improved yield and reduction in agricultural inputs when properly applied to crops under appropriate agricultural conditions.

Government agencies and various organizations across the globe have encouraged farmers to adopt bio-stimulants according to Global Market Insights, Inc. In June 2011, the European Bio-stimulants Industry Consortium was formed to foster bio-stimulants to improve yield with less resources with major goals of sustainable agricultural production, economic growth and green innovation. Although the bio-stimulant market is at a development stage most notable players outside the United States, have established markets and have adequate financial and technical resources, with which, we may not be able to compete.

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~~Specialty~~ We ~~crop~~began ~~markets,~~product ~~specifically~~introduction ~~for~~and ~~the~~business ~~United~~development ~~States~~in ~~cannabis~~our ~~industry,~~specialty ~~are~~crop markets ~~estimated~~during tothe befourth ~~$6.5~~quarter ~~billion~~of in2018 ~~2016,~~at ~~growing~~the togrow ~~$30~~store ~~billion~~level byand ~~2021.~~expect, ~~Global~~based ~~markets~~on ~~are~~realized ~~estimated~~favorable tocustomer ~~be $14.3 billion in 2016~~experience, ~~projected~~we towill ~~increase~~gain tostrong ~~$140~~market ~~billion~~acceptance byand ~~2027~~ongoing revenue. WeThe ~~believe~~market ~~the~~ potential ~~market~~to ~~for~~provide ~~our core technology in~~ agricultural ~~specialty~~inputs ~~crops,~~for ~~considering~~legal ~~only~~growing ~~North~~operations ~~American~~has ~~markets~~driven ata ~~the~~wide ~~end~~range of ~~2017,~~competitive ~~could~~product ~~range from $35 to $75 million at a ten percent penetration rate~~introductions. ~~Although~~Scott’s weMiracle-Gro ~~believe~~Company, ~~that~~for ~~this~~example, ~~agricultural~~has ~~market~~acquired ~~represents~~and aintegrated ~~significant~~distribution ~~revenue~~networks and ~~growth~~agricultural ~~opportunity~~input ~~for~~providers ~~the~~offering ~~Company,~~complete ~~numerous~~product ~~competitive~~lines ~~products~~to ~~currently~~legal ~~exist~~growers. ~~and~~In ~~others~~addition ~~are~~to inongoing ~~development~~new byproduct ~~large~~introductions, ~~well-established~~we ~~companies~~compete ~~entering~~against ~~this~~established ~~market~~products ~~such~~already asavailable ~~Scott’s~~to ~~Miracle-Gro Company~~growers. ~~Although~~Our weability ~~believe~~to ~~that~~build weand ~~will~~retain ~~successfully~~revenue ~~develop~~in ~~products specifically addressing~~ the ~~specialty~~legal ~~markets~~cannabis ~~using~~agricultural ~~our~~market ~~core technology, our ability to enter these markets and generate revenue~~ will depend ~~solely~~significantly on our product’s performance.

Our core technology can be combined with existing fertilizer and herbicide formulations and conform to existing application protocols. Lab and field research indicates that, by blending BAM-FX™® with existing, widely distributed, “branded” products, we could enhance the performance of those products sold by other agricultural input companies, which we consider as industry collaborators, not competitors.

Competitive Advantage/Barriers to Entry:

The Company believes that ~~ZGSI~~ it has adequately protected its intellectual property and has developed a strong, professional technical team ~~that~~to ~~provide~~enter itthe amarkets ~~positive~~for ~~competitive~~its ~~position~~products and maintain those market positions. We believe our competitive advantages include:

● Manufacturing methods for our core technology are trade secrets, which we believe would be cost prohibitive and time consuming to reverse engineer. This proprietary and confidential method of manufacturing has been developed and refined over two decades;

● Access to the ISS to continue utilizing that resource to advance our core technology;

●

Innovation of our core technology for agricultural applications, which we expect will generate additional intellectual property and potentially patentable composition and process technology;

●

Maintaining a working relationship with NASA ARC, USDA Agriculture Research Services Labs, and a number of educational institutions recognized as agricultural industry leaders;

● An experienced management team with many years in industry, business operations, corporate finance, intellectual property development and protection as well as a world-class scientific and senior advisory boards.; ● Growing brand recognition.; ● Our innovative technology helps provide nutritious food to the ~~worlds~~world’s rapidly ~~expending~~expanding population.; and

●

Access to the ISS to continue utilizing that resource to advance our core technology.

Reports to Security Holders

We are required to file reports and other information with the ~~U.S. Securities and Exchange Commission (“~~SEC”). You may read and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings are available to you free of charge at the SEC's web site at www.sec.gov. We file electronically with the SEC and, as a result, our information is available through the Internet site maintained by the SEC that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. This information may be found at www.sec.gov.

ITEM 1A.

RISK FACTORS

As a “smaller reporting company”, as defined byin Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

1817

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ITEM 1B.

UNRESOLVED STAFF COMMENTS

~~As a “smaller reporting company”, as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.~~None

ITEM 2.

PROPERTIES

The Company has an annual lease for its office space located at 190 N.W. Spanish River Blvd, Suites 101/102, Boca Raton, Florida 33431 for a monthly rate of $5,173. BAM ~~Inc.~~ holds a two-year lease for its manufacturing facility located at 1461 NW 25th Drive, and leases a storage facility at 1501 N.W. 25th Drive, Okeechobee, FL 34972 for $12,~~229~~285 per month. BAM ~~Inc.~~ also ~~leases~~ leased full service office space in Western Growers’ Association’s facility at 150 Main Street, Salinas, California 93901 for $500 per month. This lease was cancelled in May 2018. The ~~BAM~~Company ~~Inc.~~ leases aoffice ~~storage~~and ~~facility~~fully atequipped ~~1501~~laboratory ~~N.W.~~space ~~25th~~in ~~Drive~~Carlsbad, ~~Okeechobee~~California for $10,000 FLper ~~34972~~month pursuant to ana ~~18-~~twelve month ~~lease~~letter ~~for~~agreement ~~$856~~starting ~~per~~April ~~month~~1, 2018 through and including March 31, 2019.

We believe our facilities are adequate for our current needs and that we will be able to locate suitable new office space and additional manufacturing capacity if needed.

ITEM 3.

LEGAL PROCEEDINGS

There are no, and ~~presently~~during the fiscal period ended December 31, 2018 there were no, material pending legal proceedings to which the Company, or any of its subsidiaries, is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

Our common stock is presently quoted on the OTC Pink Market under the symbol “ZGSI”, although there has not been an active trading market for the shares. Accordingly, we are not including a history of reported trades in the public market because of the limited and sporadic trading. There have been 2514,~~500~~ 530 shares traded in the 12 months ending ~~March 9~~August 14, ~~2018~~2019.

Holders

As of ~~July~~October 64, ~~2018~~2019, there were ~~322~~353 record holders of an aggregate of 4039,~~672~~249,~~395~~ 863 shares of the common stock issued and outstanding.

Dividends

The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.

Securities Authorized for Issuance under Equity Compensation Plan

On November 30, 2015, the Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan, (“2015 Plan”) , which reserves for issuance 4,000,000 shares of the Company’s common stock, which may be granted from time to time to ~~Directors~~directors, employees and certain independent contractors. The 2015 Plan was approved by 51.184% of the stockholders on December 2, 2015. No securities had been approved for issuance as of December 31, 2015. Subsequent to December 31, 2015, a total of 4,000,000 shares have been issued or reserved for issuance under the 2015 Plan.

1918

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Set forth below is information regarding shares of common stock issued and warrants granted by us since December 31, ~~2011~~2015 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is the consideration, if any received by us, for securities and information relating to the Securities Act, or rules of the SEC, under which exemption from registration was claimed.

(1) ~~From~~During ~~March~~2016, ~~2013~~pursuant ~~until~~to ~~February~~a ~~27,~~ 2015 private offering, the Company ~~participated~~issued in1,374,000 aunits ~~continuous~~at ~~offering~~a price of up$1.25 per unit to 8purchase 1,~~000~~374,000 ~~of its~~ shares of common stock to ~~accredited~~investors. Each unit consisted of one share of the Company’s common stock and a five-year non-~~accredited~~forfeitable ~~investors,~~and ~~under~~fully ~~which~~vested ~~investors~~warrant ~~purchased~~to purchase additional shares ~~for~~of athe ~~purchase~~Company’s ~~price~~common ~~equal~~stock toat $02.5000 per share. ~~Under~~In ~~this~~connection with the offering, ~~which~~the ~~was~~Company ~~oversubscribed~~issued fully vested, ~~the~~non-forfeitable ~~Company~~warrants ~~has~~to ~~issued~~purchase 8152,~~896,594~~575 shares ~~and~~of ~~received~~common astock ~~total~~with an exercise price of $~~4,448,297~~2.00 per share to the Company’s placement agent.

(2) InOn ~~February-March~~January ~~2015~~21, ~~the Company issued 200~~2016,~~000~~ ~~fully vested, non-forfeitable warrants to a Director for his service as a director having a fair value of $92,479 and, in connection to his service as~~ the Company’s ~~Chief~~issued ~~Financial Officer~~20, ~~100,~~000 shares of ~~the Company’s~~ common stock, ~~along with cashless warrants~~ to ~~purchase 200,000 shares of the Company’s common stock at an exercise price of $0.50 with~~ a ~~term~~consultant offor ~~five years~~services.

(3) On July 16, 2015, a member of the Company’s Board of Directors, made an unsecured loan to the Company in the principal face amount of $500,000 in exchange for a promissory note bearing interest at the rate of 8.5% per annum, such interest being payable by the Company quarterly. As additional consideration for the loan, the Company issued a five-year cashless warrant to purchase up to 350,000 shares of the Company’s common stock at an exercise price of $3.00 per share. On July 19, 2016, the promissory note was amended to extend the maturity date to July 16, 2017 and. provided that the principal and accrued but unpaid interest under the Note may be converted, in whole or in part, into the Company’s common stock at a conversion price equal to $1.25 per share. In July 2017, the maturity date of the note was extended to July 2018, the other terms of this note including the conversion feature remain the same. Prepayment of all unpaid principal and interest may be made by the Company prior to the Maturity Date, without penalty or premium.

	(3)	During 2016, the Company issued 110,000 fully vested, non-forfeitable warrants to employees and consultants for services.

	(4)	During 2016, the Company commenced a private offering (the “2016 Private Placement”) of up to $10,000,000 of the Company’s securities. The Company issued 221,667 shares of common stock at $3.00. In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 11,083 common shares with an exercise price of $3.00 per common share to the Company’s placement agent.

	(5)	On March 1, 2017, the Company entered into an agreement with Michael T. Smith, a member of its Board of Directors, whereby 350,000 previously issued warrants were exercised in exchange for the issuance of 350,000 shares of the Company's common stock and a cash payment to the Company of $525,000. In connection with the transaction, the Company issued a new five-year warrant to purchase up to 350,000 shares of the Company's common stock at an exercise price of $4.50 per share.

(4) During October 2015, we commenced a private offering of up to $10,000,000 of our securities. The $10,000,000 offering consists of 8,000,000 units at $1.25 per unit; each unit consisting of one share of the Company’s common stock and a five-year warrant to purchase an additional share of the Company’s common stock at $2.00. The Company executed and delivered a side letter with certain investors to retroactively adjust the terms of the Company’s May 2015 offering with the terms of the new offering. Through December 31, 2015, the Company issued 3,634,000 shares of common stock and 3,634,000 warrants to purchase an additional share of the Company’s common stock pursuant to this offering (which includes the retroactive adjustment for the May 2015 offering).19

~~(5)~~Table ~~During the year ended December 31, 2015, the Company issued 372,000 shares~~ of ~~common stock and 1,613,500 fully vested, non-forfeitable warrants to employees, directors and consultants for services.~~Contents

(6) During the year ended December 31, 2016, pursuant to its October 2015 private offering, the Company issued 1,374,000 units at a price of $1.25 per unit to purchase 1,374,000 shares of common stock. Each unit consisted of one share of the Company’s common stock and a five-year non-forfeitable and fully vested warrant to purchase additional shares of the Company’s common stock at $2.00 per share. In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 152,575 shares of common stock with an exercise price of $2.00 per share to the Company’s placement agent.

	(6)	On March 16, 2017, the Company also entered into an agreement with Diamond B. Capital, LLC, with whom Alexander M. Boies, a member of the Board of Directors, is a 12% owner of this company. Whereby, Diamond B. Capital, LLC, exercised 400,000 previously issued warrants in exchange for the issuance of 400,000 shares of the Company's common stock and a cash payment to the Company of $600,000. In connection with the transaction, the Company issued a new five-year warrant to purchase up to 400,000 shares of the Company's common stock at an exercise price of $4.50 per share.

	(7)	On March 16, 2017, the Company also entered into an agreement with an employee whereby 40,000 previously issued warrants were exercised in exchange for the issuance of 40,000 shares of the Company's common stock and a cash payment to the Company of $60,000. In connection with the transaction, the Company issued a new five-year warrant to purchase up to 40,000 shares of the Company's common stock at an exercise price of $4.50 per share.

	(8)	During 2017, pursuant to the 2016 Private Placement, the Company issued 787,133 shares of common stock. In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 53,862 common shares with an exercise price of $3.00 per common share to the Company’s placement agent.

	(9)	During the year ended December 31, 2017, the Company issued 100,000 shares of common stock to consultants for services.

	(10)	During the year ended December 31, 2017, the Company issued 90,000 fully vested, non-forfeitable warrants to employees and consultants for services.

(711) OnDuring ~~January 21~~2018, pursuant to the 2016 Private Placement, we issued 303,718 shares of common stock to investors. In connection with the offering, the Company issued 20fully vested,~~000~~ non-forfeitable warrants to purchase 7,490 shares of common stock with an exercise price of $3.00 per common share to athe ~~consultant~~Company’s ~~for~~placement ~~services~~agent.

	(8)	During the year ended December 31, 2016, the Company issued 110,000 fully vested, non-forfeitable warrants to employees and consultants for services.
	(9)	During 2016, the Company commenced a private offering of up to $10,000,000 of the Company’s securities. The offering consists of 3,333,333 shares of the Company’s common stock at $3.00. Through December 31, 2016, the Company issued 221,667 shares of common stock. In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 11,083 common shares with an exercise price of $3.00 per common share to the Company’s placement agent.
	(10)	On March 1, 2017, the Company entered into an agreement with a member of its Board of Directors whereby 350,000 previously issued warrants were exercised in exchange for the issuance of 350,000 shares of the Company's common stock and a cash payment to the Company of $525,000. In connection with the transaction, the Company issued a new five-year warrant to purchase up to 350,000 shares of the Company's common stock at an exercise price of $4.50 per share.

(12)

During the year ended December 31, 2018, the Company issued fully vested, non-forfeitable warrants to purchase 440,000 common shares at an exercise prices of $3.00 per common share to employees and consultants for services rendered.

(13)

In connection with the issuance of an unsecured promissory note dated January 18, 2018, the Company issued a five year warrant to purchase up to 10,000 shares of the Company’s common stock at $3.00 per share.

(14)

In January 2018, the Company issued to its then in-house counsel, a five-year warrant to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $3.00 per share, in connection with the issuance of an unsecured promissory note.

(15)

In January 2018, the Company issued to a related party, a five-year warrant to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share in connection with an unsecured promissory note.

(16)

In March 2018, in connection with issuance of an unsecured promissory note to a member of its Board of Directors, the Company issued five-year warrant to purchase up to 20,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

(17)

In March 2018, in connection with issuance of an unsecured promissory note to an accredited investor, the Company issued five-year warrant to purchase up to 20,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

(18)

In May 2018, in connection with issuance of an unsecured promissory note to an accredited investor, the Company issued a five-year warrant to purchase up to 30,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

(19)

In June 2018, in connection with issuance of a secured convertible promissory note to an accredited investor, the Company issued a two-year warrant to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The secured convertible promissory note will automatically convert into shares of common stock, if and when the Company issues securities at a price per share of less than $3.00 per share, at a conversion price per share equal to such lower price.

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	(11)	On March 16, 2017, the Company also entered into an agreement with a second member of its Board of Directors whereby 400,000 previously issued warrants were exercised in exchange for the issuance of 400,000 shares of the Company's common stock and a cash payment to the Company of $600,000. In connection with the transaction, the Company issued a new five-year warrant to purchase up to 400,000 shares of the Company's common stock at an exercise price of $4.50 per share.
	(20)	In July 2018, the Company, in connection with the issuance of secured promissory notes to seven shareholders, issued two-year warrants to purchase up to 550,000 shares of the Company’s common stock at $1.00 per share.
	(12)	During 2017, pursuant to the Company’s 2016 Private Placement, the Company issued 787,133 shares of common stock. In connection with the offering, the Company issued fully vested, non-forfeitable warrants to purchase 53,862 common shares with an exercise price of $3.00 per common share to the Company’s placement agent.
	(21)	In July 2018, in connection with the issuance of two secured convertible promissory notes to a member of its Board of Directors, the Company issued two, two-year warrants to purchase up to 250,000 shares of the Company’s common stock for a total of 500,000 shares at an exercise price of $1.00 per share. The secured convertible promissory note will automatically convert into shares of common stock, if and when the Company issues securities at a price per share of less than $3.00 per share, at a conversion price per share equal to such lower price.
	(13)	During the year ended December 31, 2017, the Company issued 100,000 shares of common stock to consultants for services.
	(14)	During the year ended December 31, 2017, the Company issued 90,000 fully vested, non-forfeitable warrants to employees and consultants for services.

In connection with the private offerings noted above, the Company has engaged a broker/dealer, Livingston Securities, LLC, to assist as placement agent for the securities. No underwriters were involved in the foregoing issuances of securities. Each of the above transactions was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. The recipient of the securities in each of these transactions represented his, her or its intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates or book-entry positions representing the shares issued in each of these transactions. In each case, the recipient had adequate access, through his, her or its relationship with the Company, to information about the Company.

	(22)	In December 2018 and January 2019, in connection with the issuance of convertible promissory notes to an accredited investor, the Company issued five-year warrants to purchase up to 200,000 shares, in aggregate, of the Company’s common stock at an exercise price of $1.75. The secured convertible promissory notes are convertible at a conversion price equal to the lesser of $3.00 or a “variable conversion price” representing a thirty-five percent (35%) discount to the market price.

	(23)	In May 2019, in connection with the issuance of convertible promissory notes, the Company issued new secured convertible promissory notes to the holders certain promissory notes, with up to one-half of the subscription price being permitted to be paid with amounts due under their promissory notes. Aggregate gross proceeds were $3,326,427 and proceeds net of commissions of $99,645 were $3,226,782.

	(24)	Subsequent to December 31, 2018, the Company issued 10 year stock options to purchase 100,000 common shares at an exercise price of $3.00 per common share to consultants for services.

	(25)	Subsequent to December 31, 2018, the Company issued 145,000 shares of common stock to consultants for services.

	(26)	On April 29, 2019, the Company, entered into a Settlement Agreement with John W. Kennedy, the Corporation’s former Chief Science Officer and a former member of the Board of Directors, pursuant to which, among other things, the Corporation assigned USPN 9,816,071, Patent Application No. 15/729,038, Patent Application No. 14/244,084 and International Patent Serial No. PCT/US 15/24045 (collectively, the “Intellectual Property”) to Mr. Kennedy, and Mr. Kennedy agreed to effectuate the transfer of two million shares of common stock of the Corporation back to the Corporation (the “Settlement Agreement”). The Intellectual Property relates to technologies that the Corporation does not intend to pursue. The Settlement Agreement was entered into in order to resolve certain disputes between the Corporation and Mr. Kennedy concerning various licensing and royalty agreements entered into between the parties covering the Intellectual Property. Pursuant to the Settlement Agreement, the Corporation and Mr. Kennedy also entered into a Royalty Agreement, providing for, among other things, certain royalty payments to be made to the Corporation from the gross revenue generated by the Intellectual Property (the “Royalty Agreement”).

	(27)	On March 15, 2019, a shareholder loaned the Company $50,000 and in exchange was issued 2,000 shares of the company's stock. The loan was subsequently paid.

	(28)	In March, 2019, two former consultants exercised their warrants in a cashless exercise, for 148,751 shares of stock.

	(29)	In April 2019, the Company issued a fully vested, non-forfeitable warrant to purchase 15,000 common shares at an exercise price of $3.00 per common share to consultants for services.

	(30	In February 2019, the Company issued fully vested, non-forfeitable warrants to purchase 75,000 common shares at an exercise price of $3.00 per common share to consultants for services.

	(31)	In July 2019, the Company issued a fully vested, non-forfeitable warrant to purchase 40,000 common shares at an exercise price of $3.00 per common share to consultants for services.

	(32)	In August 2019, the Company issued fully vested, non-forfeitable warrants to purchase 79,500 common shares at an exercise price of $2,00 per common share to consultants for services.

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In connection with the private offerings noted above, the Company engaged a broker/dealer, Livingston Securities, LLC, to assist as placement agent for the securities. On November 16, 2018, the Company entered into a Placement Agent’s Agreement in connection with a proposed November 2018 private offering. The Company terminated the Agreement March 26, 2019. No underwriters were involved in the foregoing issuances of securities. Each of the above transactions was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. The recipient of the securities in each of these transactions represented his, her or its intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates or book-entry positions representing the shares issued in each of these transactions. In each case, the recipient had adequate access, through his, her or its relationship with the Company, to information about the Company.

ITEM 6.

SELECTED FINANCIAL DATA

As a “smaller reporting company”, as defined by in Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~Zero~~ZGSI ~~Gravity Solutions, Inc., a Nevada corporation,~~ is a biotechnology company focused on commercializing technology derived from and designed for spaceflight with significant applications on ~~Earth~~earth. These technologies are focused on improving world agriculture by providing valuable solutions to challenges facing humanity including threats to world agriculture and the ability to feed the world’s rapidly growing population. The Company’s business ~~model~~objective is ~~currently~~the ~~focused~~commercialization onof ~~its two primary business segments: 1)~~ BAM-FX™®, ~~which is~~ a cost effective, nutrient delivery platform ~~for plants that efficiently delivers minerals~~ and ~~micronutrients~~bio-stimulant tofor plants; ~~and~~that 2)provides ~~Directed~~efficient ~~Selection™,~~delivery ~~which relates to the production and alteration~~ of ~~new~~minerals ~~varieties of novel stem cells with unique~~ and ~~beneficial~~micronutrients ~~characteristics in the prolonged zero/micro gravity environment of the ISS. These novel stem cells, if developed, could be patented for commercial sale~~ to ~~third~~ ~~parties in the agricultural and human regenerative medical markets~~plants. ZGSI is headquartered in Boca Raton, Florida.

~~Our~~The ~~business~~Company ~~activities~~is ~~are~~focused ~~separated~~on ~~between~~near-term ~~two~~revenue ~~primary~~generation ~~wholly~~through ~~owned~~the ~~subsidiaries.~~introduction of BAM-FX®, ~~Agricultural~~to ~~Solutions,~~domestic ~~Inc.,~~and ~~(“BAM~~international ~~Inc~~agricultural markets.~~”) oversees~~ ~~product~~BAM-FX® ~~development,~~is ~~introduction~~licensed in and ~~business~~registered ~~development~~for ~~through~~sale ~~in-field~~as ~~trials~~a fertilizer application with fifty (50) domestic states and ~~validation~~has ~~tests~~been ~~with~~approved ~~crop~~for ~~growers~~import and ~~channel~~commercial ~~partners,~~sales ~~product~~in ~~analysis~~Chile, ~~through~~Paraguay, ~~academic~~Colombia, ~~institutions~~Brazil, India and ~~NASA~~China. Our distributor in Mexico, ~~manufacturing~~Agro Space, ~~and~~is ~~sale~~in the process of ~~and~~obtaining ~~agronomy~~Mexican ~~support~~government approval for ~~our~~commercial ~~BAM-FX™ product~~sales. ~~Zero~~The ~~Gravity~~Company ~~Life~~is ~~Sciences~~also ~~Inc.~~pursuing ~~(“ZGLS”)~~import isapproval ~~responsible~~through ~~for~~proper ~~any~~governmental ~~space~~officials ~~research~~and ~~projects,~~agencies ~~life~~to ~~science~~begin ~~applications~~commercial ofsales ~~our~~in ~~technology~~Indonesia and ~~conducting~~Philippines. International ~~research~~operations onare ~~future~~conducted ~~BAM~~through ~~Inc.~~in-country ~~product~~established ~~lines~~businesses with which a distribution agreement has been executed or other strategic business relationship has been established.

A separate wholly owned subsidiary, Zero Gravity Solutions, LTD ("ZGS Ltd."), domiciled in England, was engaged in European market and business development. During 2015, the Company made reductions in personnel and curtailed operations of ZGS Ltd. which was liquidated during the fourth quarter of 2015.22

The Company is focused on near-term revenue generation through the introduction of the Company’s first commercial product, BAM-FX™, to domestic and international agricultural markets. BAM-FX™, a micro-nutrient delivery platform, is licensed in and registered for sale as a fertilizer application with thirty-three (33) domestic states and has been approved for import and commercial sales in Chile, Paraguay, Colombia, Brazil and China. The Company is also pursuing import approval through proper governmental officials and agencies to begin commercial sales in South Africa, Indonesia, Haiti, Philippines and India. International operations are conducted through in-country established businesses with which a distribution agreement has been executed.

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The Company began domestic product trials on multiple crops in laboratory and academic settings as well as in field applications on grower/end-user crops during 2014 and expanded field applications with those and additional trial participants in subsequent years. The initial and subsequent year trials showed significant yield, nutritional value and biomass improvements for crops treated. We continue to use validation trials with growers to increase our understanding of application rates and protocols for our product and show efficacy. These trials are critical in both market and product development. During the past two years, the Company increasingly focused on obtaining technical, third-party validated, marketing material, through studies with academic institutions and NASA, in accordance with the Company’s RSAA.

~~During~~The ~~2016, the~~ Company ~~shifted~~began ~~domestic~~to ~~business~~see ~~development~~limited ~~efforts~~success ~~from~~penetrating ~~primarily~~domestic aand ~~direct~~international tomarkets ~~grower~~during ~~approach~~2017. ~~and~~Domestically, ~~began~~the ~~developing~~agronomy ~~business~~team ~~relationships~~conducted ~~with channel partners,~~ in ~~general,~~excess ~~large~~of ~~agricultural~~one ~~product~~hundred ~~distributors~~and ~~with~~fifty ~~which~~grower ~~the~~trials ~~Company~~to ~~executed~~replicate apositive ~~distribution~~results ~~agreement.~~from ~~Three~~prior ~~distribution~~years ~~agreements~~using ~~with~~established ~~agricultural~~ product ~~distributors~~protocols ~~in Ohio~~ and ~~California~~to ~~were~~refine ~~signed~~product ~~during~~protocols ~~2016~~on ~~with~~a ~~three~~variety ~~additional~~of crops in ~~2017,~~addition ~~expanding~~to ~~into~~a ~~Pennsylvania.~~number ~~These~~of ~~efforts~~third ~~have~~party ~~had~~validated ~~limited~~trials. ~~success~~In ~~domestically~~2018, ~~due~~we to limited ~~third~~our ~~party~~trials ~~crop~~and ~~data~~marketing ~~from~~emphasis ~~USDA agricultural extension or affiliated universities~~ to ~~support~~high ~~crop~~value ~~yield~~crops ~~and~~including ~~performance~~grape, ~~predictability~~tobacco, ~~combined~~avocado, ~~economic~~soy ~~factors~~bean, ~~including~~cotton, ~~product~~berries ~~pricing~~ and ~~risk~~cannabis. ~~aversion~~In ~~which~~addition, inwe ~~some~~focused ~~instances,~~on ~~did~~specific ~~not~~geographies ~~result~~ in ~~sufficient~~the ~~return~~United onStates, ~~investment~~California ~~for~~and ~~channel partners or growers~~Texas, and ~~slow~~internationally, ~~adoption~~in ~~practices~~Brazil, ~~found~~India ~~within~~and ~~the agricultural industry~~China. We believe ~~part of~~ our ~~slow~~efforts ~~adoption~~in bythese ~~channel~~geographies ~~partners is due to their perceived commitment risk based upon the Company’s lack of adequate capital~~ and ~~capital~~crops ~~reserves~~will toopen ~~address~~opportunities ~~long~~for ~~term~~future ~~operations and sustainability~~revenue.

~~The~~We ~~Company~~developed ~~began~~a ready to ~~see~~use, ~~limited~~home ~~success~~and ~~penetrating~~garden ~~domestic~~product, ~~and~~Gardener’s ~~international~~Choice®, ~~markets~~ during 2017. ~~Domestically,~~for ~~the~~retail ~~agronomy~~markets. ~~team~~Independent ~~conducted~~third inparties ~~excess~~successfully oftested ~~one~~Gardener’s ~~hundred~~Choice® ~~and~~for ~~fifty~~plant ~~grower~~performance ~~trials~~and toconsumer ~~replicate~~safety ~~positive~~during ~~results~~the ~~from~~last ~~prior~~half ~~years~~of ~~using~~2017 ~~established~~into ~~product~~the ~~protocols~~first ~~and~~quarter toof ~~refine~~2018. ~~product~~During ~~protocols~~the onfourth aquarter ~~variety~~ of ~~crops~~2017, inthe ~~addition~~Company toshowcased athe ~~number~~product ofat ~~third~~the ~~party~~Ace ~~validated~~and ~~trials.~~GIE Wehome ~~believe~~and agarden ~~number~~trade ofshows ~~growers~~ and ~~channel~~generated ~~partners~~significant ~~will~~interest ~~place~~from ~~product~~prospective ~~orders~~purchasers. ~~during~~During the ~~third~~ first and ~~fourth~~ third quarters of 2018 ~~as BAM-FX™ gains a market foothold in California~~, ~~Texas,~~the ~~Iowa,~~Company ~~Kentucky~~marketed ~~and~~Gardener’s ~~Pennsylvania.~~Choice® ~~International~~directly ~~trials~~to ~~were~~Ace ~~conducted~~Hardware inretailers ~~China,~~at ~~India,~~their ~~Paraguay,~~annual ~~Colombia,~~trade ~~Brazil and Chile during 2017~~shows. We ~~believe~~have received positive ~~results~~feedback infrom ~~soybean~~retailers inand ~~Paraguay~~big ~~could~~box ~~generate~~home ~~revenue~~and ingarden ~~2018~~stores ~~through~~and ~~a channel partner in Paraguay. We~~ expect to ~~begin~~place ~~generating~~product ~~revenue~~ in ~~other countries during 2018 as~~ a ~~result~~number of ~~our~~stores ~~2017~~during trial results which will be dependent upon obtaining government approval for commercial import and sale in country and developing and maintaining strong working relationships with distributors in those countries2019.

WeThe ~~developed~~Company engaged a ~~ready~~well-established todistributor ~~use,~~in ~~home~~the ~~and~~Mid-west ~~garden~~to ~~product,~~provide ~~Gardner’s~~wholesale ~~Choice,~~distribution ~~during~~and ~~2017~~assist ~~for~~in ~~retail~~marketing ~~markets. Independent third parties successfully tested Gardner~~Gardener’s Choice® ~~for~~to ~~plant~~a ~~performance~~number ~~and consumer safety during the last half~~ of ~~2017~~big ~~into~~box ~~the~~retail ~~first quarter of 2018~~outlets. ~~During~~We ~~the~~completed ~~fourth~~state ~~quarter~~registration offor ~~2017~~sale, ~~the~~labeling ~~Company showcased the product at a home~~ and ~~garden~~promotional ~~trade~~material ~~show~~in ~~and~~all ~~generated~~fifty ~~significant~~domestic ~~interest~~states ~~from~~for ~~prospective purchasers. During the first quarter of 2018, the Company introduced Gardner~~Gardener’s Choice® ~~directly to Ace Hardware retailers at their annual trade show. We have received positive feedback from retailers and expect to place product in a number of stores~~ during the ~~third~~first quarter of ~~2018~~2019.

~~The~~To ~~Company~~support ~~engaged~~commercialization aand ~~well-established~~revenue ~~distributor~~generation inefforts, the ~~mid-west~~Company toemploys ~~provide~~certified ~~wholesale~~crop ~~distribution~~advisors and ~~assist~~agronomists infor ~~marketing~~the ~~Gardner’s~~technical ~~Choice~~requirements toof aproduct ~~number~~introduction ofdomestically ~~big~~and ~~box~~internationally. Reductions ~~retail~~in ~~outlets.~~our Weconsulting ~~expect~~agronomy ~~that~~staff weoccurred ~~will~~during ~~complete~~the ~~state~~fourth ~~registration~~quarter ~~for~~of ~~sale,~~2017 ~~labeling~~due ~~and~~to ~~promotional~~curtailed ~~material~~operations ~~for~~in ~~Gardner’s~~Chile ~~Choice~~and ~~during~~domestically ~~the~~to ~~third~~focus ~~quarter~~on ofspecific ~~2018~~geographies and crops.

ToThe ~~support~~Company ~~commercialization~~continues ~~and~~to ~~revenue~~develop ~~generation~~technical ~~efforts,~~relationships ~~the~~to ~~Company~~validate ~~employs~~the ~~certified~~science ~~crop~~incorporated ~~advisors~~in BAM-FX® and ~~agronomists~~identify ~~for~~additional ~~the~~commercial ~~technical~~markets ~~requirements~~and oflicensing ~~product~~opportunities ~~introduction~~for ~~domestically~~the ~~and internationally~~product. During the first quarter of 2016, the Company ~~increased~~executed ~~the~~a ~~number~~new offive-year ~~its~~RSAA with ~~global~~NASA ~~agronomy~~ARC. ~~and~~The ~~technically~~RSAA ~~trained~~gives ~~agricultural~~the ~~personnel~~Company ~~and~~access ~~consultants~~ to ~~develop~~NASA ~~channel~~scientists ~~partner~~and ~~relationships~~laboratories, ~~improve~~ ~~our~~which ~~technical~~assist ~~support~~in toidentifying ~~growers~~ and ~~channel~~documenting ~~partners,~~additional ~~and~~attributes ~~drive~~of ~~scientific~~the ~~academic~~Company’s science and ~~NASA~~potential ~~related~~applications ~~product~~in ~~studies~~other segments of agricultural markets. ~~Reductions~~ inWe ~~our~~continued ~~consulting~~working ~~agronomy~~with ~~staff~~NASA ~~occurred~~ARC ~~during~~through the ~~fourth~~second quarter of 2017 and have not renewed the RSAA due to ~~curtailed~~lack ~~operations~~of inadequate ~~Chile~~resources. We maintain our relationship with researchers and ~~domestically~~specialists at NASA ARC and hope to ~~focus~~continue onresearch ~~specific~~when ~~geographies~~sufficient ~~and~~resources ~~crops~~are available.

The Company ~~continues~~manufactures toits ~~develop~~product ~~technical~~in ~~relationships~~a tomanufacturing ~~validate~~facility ~~the science incorporated~~ in ~~BAM-FX™~~Okeechobee, ~~and identify additional commercial markets and licensing opportunities for the product~~Florida. ~~During~~Manufacturing ~~the~~is ~~first~~conducted ~~quarter~~on ofan ~~2016, the Company executed a new five~~as-~~year~~needed ~~RSAA with~~batch ~~NASA ARC~~process. The ~~RSAA gives the~~ Company ~~access~~continually toperforms ~~NASA~~regulatory ~~scientists~~ and ~~laboratories,~~process ~~which~~efficiency ~~assist~~reviews inof ~~identifying~~manufacturing ~~and~~operations. ~~documenting~~Our ~~additional~~process ~~attributes~~improvements ofare ~~the~~intended ~~Company’s~~to ~~science~~closely ~~and~~align ~~potential~~production ~~applications~~with ina ~~other~~continuous ~~segments~~flow ofproduction ~~agricultural markets~~process. WeDuring ~~continued~~2018, ~~working~~we ~~with~~engaged ~~NASA~~a ~~ARC~~contract ~~through~~product ~~the~~packaging ~~second~~company ~~quarter~~with ofturnkey ~~2017~~fulfillment ~~and~~services ~~have~~in ~~not renewed~~ the ~~RSAA~~production ~~due to lack~~ of ~~adequate~~Gardener’s ~~resources. We maintain our relationship with researchers~~ Choice® and ~~specialists~~product ~~and~~for ~~expect~~the tolegal ~~continue~~cannabis ~~research when resources are available~~industry.

The Company manufactures its product in a manufacturing facility in Okeechobee, Florida. Manufacturing is conducted on an as-needed batch process. The Company continually performs regulatory and process efficiency reviews of manufacturing operations. In February 2017, the Company hired a manufacturing plant manager, an experienced biochemical engineer. We have made process improvements and equipment modifications to existing equipment to enhance efficiencies and improve quality control and assurance during 2017. Our process improvements more closely align production with a continuous flow production process. The Company expects to engineer, design and build a scale model of a continuous flow process manufacturing facility during 2019 as financial resources are available.23

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We began developing new formulations of BAM-FX™® to address nutritional needs of plants that are additive to our product’s current zinc and copper formulation in 2015. New formulations can include boron, manganese, magnesium and iron, which address known plant deficiencies. We believe formulations can be manufactured to include all or numerous combinations of these elements. Certain new formulations ~~have~~were ~~been~~ tested to verify the ability to combine those elements during 2017.

We successfully tested a ~~dry~~granular formulation, which maintains the attributes of our product, during 2017. Ifand ~~the~~validated ~~dry formulation produces~~ the ~~same~~product’s efficacy asin ~~BAM-FX™,~~2018. weWith ~~expect~~the ~~that~~granular formulation transportation and handling costs ~~would~~are be reduced significantly ~~and~~allowing ~~markets~~us to beeconomically ~~addressed~~address bycommercial ~~that product would expand~~markets. We expect to ~~continue~~develop ~~developing~~a ~~these~~product ~~new~~suite ~~formulations~~containing ~~and~~additional ~~dry~~nutrients ~~formulations~~ in a ~~laboratory~~dry ~~setting,~~product ~~begin to perform efficacy trials and design a scale production process~~ during ~~2018~~2019, with the intent of adding a number of new specialized products to our current product offering.

Although we have started and realized nominal product sales, we anticipate that in the near term, ongoing expenses, including product development, manufacturing process improvement, corporate administration and technical product support, will be funded primarily by proceeds from sales of our securities. Onor ~~February 27, 2015, we closed a private offering that commenced~~ in ~~March~~the ~~2013~~form ~~and raised gross proceeds~~ of ~~$4,448,297 of which $1,253,800 was received during 2015~~debt. During May 2015, we began a second offering from which, as of December 31, 2015, we received $4,542,500 in gross proceeds. Direct offering costs relating to these offerings were $536,250 as of December 31, 2015. During 2016, we received an additional $1,717,500 in gross proceeds from this offering.

During 2016, the Company commenced a ~~new~~ private offering of up to $10,000,000 of the Company’s securities consisting of 3,333,333 common shares for $3.00 per common share. Proceeds from the offering were $665,001 with offering costs of $53,200 as of December 31, 2016. As of December 31, 2017, we received an additional $2,~~370~~376,000 in gross proceeds from this offering with offering costs of $169,472. For the year ended December 31, 2018, we received $911,154 in gross proceeds from the offering with offering costs of $25,680. The Company closed this private offering during June 2018.

We have generated nominal revenues from our operations thus far and expect that product sales will increase significantly in ~~2018~~2019 primarily from direct sales to end users, domestic and international channel partners’ distribution efforts, initial revenues from our retail product, ~~Gardner~~Gardener’s Choice® and introduction of product into specialty crop markets.

We cannot, however, guarantee we will be successful in generating significant revenue in ~~2018~~2019 or in the execution of our business strategy. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must raise additional capital to execute our ~~2018~~2019 business plan and realize revenues expected.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Note 1: Organization and Summary of Significant Accounting Policies in our Consolidated Financial Statements contains a description of the accounting policies used in the preparation of our financial statements as well as the consideration of recently issued accounting standards and the estimated impact these standards will have on our financial statements. We evaluate our estimates on an ongoing basis, including those related to revenue recognition and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual amounts could differ significantly from these estimates under different assumptions and conditions.

We define a critical accounting policy or estimate as one that is both important to our financial condition and results of operations and requires us to make difficult, subjective or complex judgments or estimates about matters that are uncertain. We believe that the following are the critical accounting policies and estimates used in the preparation of our Consolidated Financial Statements. In addition, there are other items within our Consolidated Financial Statements that require estimates but are not deemed critical as defined in this paragraph.

Revenue Recognition

InWe ~~general, we~~ recognize ~~revenue~~revenues ~~when~~from ~~(i) persuasive~~the ~~evidence~~sale of anagricultural ~~arrangement~~biotechnology ~~exists,~~products ~~(ii) delivery~~to ~~has~~distributors ~~occurred, (iii) the price is fixed or determinable~~ and ~~(iv) collectability~~customers ispursuant ~~reasonably~~to ~~assured.~~the Weprovisions ~~consider persuasive evidence~~ of anASC ~~arrangement to be a signed agreement~~606, a“Revenue ~~binding contract with the customer or other similar documentation reflecting the terms and conditions under which products are sold~~Recognition”.

We recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The core principle of this Topic is that an entity recognizes 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 and services. Revenue is recognized in accordance with the core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.

Revenues for agricultural chemical products are recognized when title to the products is transferred which may be upon shipment to the customer or receipt by the customer of the product. This satisfies the performance obligation on which we earn the transaction price. There was no cumulative effect of adopting ASC 606. Amounts billed to customers for shipping and handling fees are included in net sales, and costs incurred by the company for the delivery of invoiced goods are classified as cost of goods sold in our Statements of Operations.

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Going Concern

We adopted FASB ASU No. 2014-15, Presentation of Financial Statements- Going Concern, during the first quarter of 2016. This standard defines management’s responsibility to evaluate conditions or events as related to uncertainties that raise substantial doubt about our ability to continue as a going concern and to provide related footnote disclosures, as applicable. Management’s estimates and assumptions, used in the evaluation of our ability to meet our obligations as they become due within one year after the date our financial statements are issued, are based on the facts and circumstances at such date and are subject to a material and high level of subjectivity and uncertainty due to the matters themselves being uncertain and subject to modification. The effect of any individual or aggregate changes in the estimates and assumptions, or the facts and circumstances, could be material to the financial statements. We have concluded that there is substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been prepared assuming we will continue as a going concern, but do not include any adjustments that might result if we were unable to do so.

Employee Stock-Based Compensation and Share-Based payment to non-employees

We measure employee compensation expense for all stock-based awards at fair value on the date of grant and recognize compensation expense over the service period for awards expected to vest.

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We use the Black-Scholes option-pricing model to determine the fair value for stock option awards and recognize compensation expense on a straight-line basis over the awards' vesting periods. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. In valuing our options, we make assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives, including estimated forfeiture rates, of the options.

As the Company's common stock is not traded in an active market, the Company estimates the fair value of its common stock (used in its Black Scholes option pricing model) pursuant to ASC 820. This estimation process maximizes the use of observable inputs, including the quoted price of the Company's common stock in an inactive market, the price of the Company's common stock determined in connection with transactions in the Company's common stock, and an income approach to valuation ~~(discounted cash flow) (Note 2)~~.

The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, including the expected term and the price volatility of the underlying stock, which determine the fair value of stock-based awards. These assumptions include:

●

Risk-free rate. Risk-free interest rates are derived from U.S. Treasury securities as of the option grant date.

●

Expected dividend yields. Expected dividend yields are based on our historical dividend payments, which have been zero to date.

●

Volatility. Because we have a limited trading history as a public company, we estimate volatility of our share price based on a combination of the published historical volatilities of comparable publicly-traded companies in our vertical markets and the historical volatility of our common stock.

●

Expected term. We estimate the weighted-average expected life of the options as 5 years.

●

Forfeiture rate. Forfeiture rates are estimated using historical actual forfeiture trends as well as our judgment of future forfeitures. These rates are evaluated at least annually and any change in compensation expense is recognized in the period of the change. The estimation of stock awards that will ultimately vest requires judgment and, to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period in which the estimates are revised. We consider many factors when estimating expected forfeitures, including the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management's current estimates.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and additional paid-in capital in shareholders' deficit over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

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Results of Operations

For the year ended
	2017			2016			$ Change			% Change
(Rounded to the nearest thousand)	2018			2017			$ Change			% Change
Revenue	$	6645,000		$	~~218~~66,000		$	(~~152~~21,000)	)		(6931.78	)%
Cost of Revenue		1240,000			5112,000			39(28,000)			76(233.53)	%
Gross Profit		545,000			~~167~~54,000			(~~113~~49,000)	)		(6790.7	)%
Operating Expenses		74,~~582~~714,000			67,~~960~~582,000			(~~622~~2,868,000)	)		(837.98	)%
Loss from Operations		(74,~~528~~709,000	)		(67,~~793~~528,000	)		~~(735~~2,819,000	)		~~(10~~37.84	)%
Other Income / (Expense)		(98731,000	)		(~~169~~98,000	)		71(633,000	)		42(645.09	)%
Net Loss	$	(75,~~626~~440,000	)	$	(67,~~962~~626,000	)	$	~~(664~~2,186,000	)		(928.57	)%
Net loss per share - basic and diluted	$	(0.1913	)	$	(0.1819	)	$	(0.0106	)		(531.56	)%

Revenue for the year ended December 31, ~~2017~~2018 was $6645,000, a decrease of $~~152~~21,000 or 6931.78% over $~~218~~66,000 for the year ended December 31, ~~2016~~2017. Revenue is generated from sales to distributors of agricultural products and to growers who have completed trials in multiple crop-growing seasons with positive crop attributes from applying BAM-FX™ ® to their crops. During the years ended December 31, 2014, 2015 and 2016, the Company initiated trials of BAM-FX™ with a number of growers. The majority of our revenue in 2016 was generated by purchases of stocking inventory for sales by distributors in the third and fourth quarter. During 2017, the distributors reduced their inventory levels selling to high value crop growers and did not replenish their inventory, resulting in a decrease in revenue from distributors for the year. Most of the distributors, because of their location, were restricted to marketing to lower value crop growers, who in a number of cases had nominal or negative farm operating results. These growers could not, in a large scale application, afford the incremental cost to purchase a newly introduced, albeit more effective product, BAM-FX™, and continued using traditional lower cost and less effective chelated zinc and copper products. The Company addressed its wholesale cost in 2018 and reduced prices for price competitiveness.

~~For~~Cost of Revenue for the year ended December 31, ~~2017~~2018, ~~cost of revenue~~ was $1240,000, aan ~~decrease~~increase of $3928,000 or 233.3% over $5112,000 ~~reported~~for ~~during~~ the ~~same~~year ~~period~~ended inDecember ~~2016.~~31, 2017. The ~~decrease~~increase ~~in cost of revenue~~ is directly related to ~~our~~a loss in inventory of $32,000 offset by a decrease in revenue for the year ended December 31, ~~2017~~2018 over ~~2016~~the year ended December 31, 2017.

25Operating Expenses for the year ended December 31, 2018 was $4,714,000 a decrease of $2,868,000 or 37.8% over $7,582,000 for the year ended December 31, 2017. The decrease in operating expenses is primarily due to decrease in non-cash warrant inducement expense of $927,000, a decrease of $775,000 in non-cash warrant expense issued for services, a decrease in salary and employee related tax expense of $387,000 resulting from an overall reduction of general and administrative headcounts, a decrease in consulting fees of $495,000, a decrease in audit fees of $202,000, a decrease in professional fees of $137,000, and a decrease in travel and entertainment related expense of $133,000. These decreases were offset primarily by an impairment for unrecoverable capitalized legal costs of $213,000, an increase in legal expense of $125,000 and write off of royalty advances of $116,000.

Other Expense for the year ended December 31, 2018 was $731,000 an increase of $633,000 or 645.9% from $98,000 for the year ended December 31, 2017. The increase is primarily due to an increase in interest expense and accretion of debt discount and loan costs in connection with the Company's promissory notes.

Net Loss for the year ended December 31, 2018 was $5,440,000 a decrease of $2,186,000 or 28.7% from $7,626,000 for the year ended December 31, 2017. The decrease in net loss is primarily due to a decrease in operating expenses during the period of $2,868,000, offset by an increase in net other income(expense) for the year ended December 31, 2018 of $633,000.

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Operating Expenses increased by $622,000 to $7,582,000 for the year ended December 31, 2017 compared to $6,960,000 for the year ended December 31, 2017, or 8.9%. The increase in operating expense is primarily due to the recording of $927,000 of warrants issued as an inducement to convert previously issue warrants into common shares, an increase in audit fees of $218,000 primarily related to additional expenses insurred due to an accounting change to non-cash employee stock option expense recognition, and an adjustment of the accrual of prior year costs. Additionally due to an increase in corporate insurance expense of $149,000 offset by a decrease in sales, marketing, technical employee and consultant related expenses of $75,000, a decrease in research expense of $285,000 primarily due to the reduction of expenses related to the RSAA; a decrease in automobile, travel and meals expense of $56,000; a decrease in legal expense of $252,000 for services related to the Company’s intellectual property and general corporate matters. Non-cash equity compensation paid to consultants, board members and employees included in general and administrative expense was $1,174,000 for the year ended December 31, 2017, a decrease of $719,000 compared to $1,893,000 for the year ended December 31, 2016. Research and development expense included in operating expenses decreased by $285,000 to $180,000 from $465,000 during the year ended December 31, 2017 from the same period in 2016. The decrease is primarily due to expenses in 2016 related to our RSAA.

Other Expense for the year ended December 31, 2017 decreased by $71,000 to $98,000 from $169,000 for the year ended December 31, 2015. The decrease in other expense is primarily due to an increase in interest expense offset by a decrease in accretion of debt discount in connection with the Promissory Notes.

Net Loss for the year ended December 31, 2017 increased by $664,000 to $7,626,000 from net loss of $6,962,000 for the year ended December 31, 2016. The increase in net loss is primarily due to a decrease in gross profit realized during the period of $113,000, an increase in operating expense for the year ended December 31, 2017 of $622,000, offset by a decrease in other expense of $71,000.

Use of Cash

Net Cash Used in Operating Activities

Net cash used in operating activities for the year ended December 31, ~~2017~~2018 ~~increased~~was by $954,145,000, toa decrease of $4708,~~853,~~000 or 14.6% from $4,~~758~~853,000 for year ended December 31, ~~2016~~2017. The ~~increase~~decrease in net cash used in operating activities is primarily due to ana ~~increase~~decrease in net loss of $~~664~~2,186,000, aan ~~decrease~~increase in ~~accounts~~non-cash ~~payable~~operating expenses including an impairment for unrecoverable legal costs of $~~146~~213,000, ana ~~increase~~write inoff ~~inventory~~of royalty advances of $24115,000 and aamortization ~~decrease~~of indebt ~~prepaid~~discount ~~expenses~~ of $97345,000, which were offset by a ~~net~~decrease ~~increase~~in of non-cash ~~warrants~~operating ~~and~~expenses ~~stock~~including ~~options~~a decrease in common stock issued for ~~compensation~~services of $300,000, ~~loan~~a decrease in warrants issued for services of $681,000 and ~~acquisition~~a ~~costs~~decrease in warrant modification expense of $~~444~~927,000. Increases in net cash used in operating activities related to operating assets and liabilities include a decrease in accounts ~~receivable~~payable and other payables of $~~197~~463,000, a ~~decrease~~an increase in ~~advance~~account onreceivable ~~future~~of ~~royalty~~$123,000, ~~payments~~ an increase in prepaid expenses of $4199,000 and a decrease in other current assets of $~~150~~66,000 offset by an increase in advances for inventory purchases of $250,000, ~~included~~an increase in ~~changes~~accounts payable to related parties of $131,000, an increase in ~~operating~~accrued ~~assets~~interest due related parties of $46,000 and ~~liabilities~~a decrease in advance on future royalties due related parties of $42,000.

Net Cash Used in Investing Activities

Net cash used in investing activities for the year ended December 31, ~~2017~~2018 ofwas $168,000, ~~decreased~~a decrease of $759,000 or 52.9% from $17,000 for the year ended December 31, ~~2016 of $91~~2017,~~000~~ due to a decrease in cash used to purchase equipment and acquire intellectual property.

Net Cash Provided by Financing Activities

Net cash provided by financing activities ~~increased~~for bythe $2year ended December 31,~~422,000~~ to2018 was $4,~~652~~182,000 ~~for~~a ~~the year ended December 31~~decrease of $470,000 ~~2017~~or 10.1% from $24,~~230~~652,000 for the year ended December 31, ~~2016~~2017. The ~~increase~~decrease in net cash provided by financing activities is due primarily to ana ~~increase~~decrease in proceeds from the ~~issuance~~sale of ~~promissory~~common ~~notes~~stock of $21,~~285~~450,000, ~~and~~a decrease in proceeds from the exercise of warrants to related parties of $1,185,000, an increase in repayments of notes payable to related party of $~~209~~300,000, an increase in payment of offering cost on related party transactions of $64,000 and a decrease in proceeds from notes payable of $56,000 which were offset by an increase in ~~payments~~the onissuance of promissory notes payable to related parties of $521,700,000, an increase in proceeds on convertible promissory notes of $750,000 and a decrease in ~~proceeds~~payment ~~from~~of ~~common~~offering ~~stock~~costs of $21144,000.

Liquidity and Capital Resources

The Company expects to incur significant expenses and operating losses for the foreseeable future. Specifically, we estimate that the costs associated with the execution of our ~~2018~~2019 business plan may exceed $~~350~~300,000 per month. This expense rate is primarily due to: an increase in costs of additional ~~personnel,~~subject ~~personnel-related~~matter ~~costs~~expert consultants travel and promotional expenses to develop markets for domestic and international sales of our product, BAM-FX™®, our retail product, ~~Gardner~~Gardener’s Choice®, and our cannabis market product introduction; improvements to our manufacturing facility and processes; and, research and product development related expense for expansion of our product line, product improvement, ~~and~~ dry formulation and application for organic certification. The Company has evaluated its ability to continue as a going concern for the next twelve months from the issue date of the December 31, ~~2017~~2018 consolidated financial statements. There is substantial doubt about the Company's ability to continue as a going concern as we do not currently have the funding necessary to support the projected operating costs we expect to be needed to operate the business through mid-~~2018~~2020. The Company is and subsequent to December 31, 2018 was active in its fundraising. On January 11, ~~and~~2019 ~~subsequent~~the Company issued a convertible promissory note in the amount of $94,500 to ~~December~~an 31investor with net proceeds of $82,000. ~~2017~~During March 2019, the Company ~~has~~issued ~~raised~~a promissory note to an investor in the amount of $250,~~044~~000,~~500~~ of which, the total principal balance was repaid during April 2019. In May 2019, pursuant to a refinancing, the Company entered into an exchange agreement with existing debtors and issued two series of promissory notes with gross proceeds of $3,326,000 paying $100,000 in commissions related to the transaction.

We filed a registration statement on Form 10 with the SEC that became effective in February 2015 and requires us to operate as a fully reporting public company. We expect to continue to incur additional personnel and professional costs associated with operating as a fully reporting public company. Accordingly, we have acknowledged the need to obtain additional funding to operate the Company and have continued to raise funds through a private offering.

OnAdequate ~~July~~additional ~~16,~~financing ~~2015,~~may ~~Michael~~not T.be ~~Smith,~~realized from a ~~member~~private ofoffering ~~the~~or ~~Company’s~~otherwise ~~Board~~may ofnot ~~Directors,~~be ~~made~~available ~~an unsecured loan~~ to ~~the~~us ~~Company~~on inacceptable ~~the principal face amount of $500~~terms,~~000.~~ ~~The~~or ~~Company issued Mr. Smith a promissory note (the “Note”) bearing interest~~ at ~~the rate of 8~~all.5% ~~per~~If ~~annum,~~we ~~such~~are ~~interest~~unable ~~being payable by the Company~~ to ~~Mr.~~raise ~~Smith~~capital ~~quarterly.~~when ~~The~~needed ~~Note~~or ~~may be~~on ~~repaid~~attractive ~~in full by the Company~~terms, ~~plus~~we ~~all~~would ~~unpaid interest, by July 16, 2016 (“Maturity Date”). Prepayment of all unpaid principal and interest may~~ be ~~made~~forced ~~by the Company prior~~ to ~~the Maturity Date~~delay, ~~without~~reduce ~~penalty~~ or ~~premium.~~eliminate Asour ~~additional~~research ~~consideration~~and ~~for~~development ~~the~~programs ~~Note,~~or ~~Mr.~~any ~~Smith~~future ~~also~~commercialization ~~received a five-year cashless warrant to purchase up to 350,000 shares of the Company’s common stock at an exercise price of $3~~efforts.00 ~~per~~We ~~share.~~will Onneed ~~July 19, 2016, upon approval of the Board of Directors, the Company and Mr. Smith agreed~~ to angenerate ~~amendment~~significant ofrevenues ~~the Note (the “Amendment”)~~ to ~~extend~~achieve ~~the maturity date of the Note to July 16~~profitability, ~~2017~~ and ~~provide~~we ~~that the principal and accrued but unpaid interest under the Note~~ may benever ~~converted,~~do ~~in whole or in part, into the Company’s common stock at a conversion price equal to $1~~so.25 per common share. The Amendment did not amend any other provisions of the Note and became effective as of July 16, 2016. In July 2017, the maturity date of the note was extended to July 2018, the other terms of this note including the conversion feature remain the same.

Adequate additional financing may not be realized from our private offering or otherwise may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or any future commercialization efforts. We will need to generate significant revenues to achieve profitability, and we may never do so.27

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Cash on Hand

As of December 31, ~~2017~~2018, the Company had a cash balance of $1444,000 compared to a cash balance of $~~232~~14,000 as of December 31, ~~2016~~2017.

Total assets were $~~740~~552,000 and $1740,~~075,~~000 at December 31, ~~2017~~2018 and December 31, ~~2016~~2017, respectively. Working capital (deficit) was $(12,~~225~~691,~~000~~166) and $(~~594~~1,225,000) at December 31, ~~2017~~2018 and ~~2016~~2017, respectively. The decrease in working capital of $~~631~~1,225,000 during the period was primarily due to cash used in operating activities of $4,~~853~~145,000 and ~~financing~~investing activities of $178,000 offset by cash provided by the sale of common stock, net of offering expenses of $2885,~~192,~~000 and cash provided by promissory notes, net of offering costs of $23,~~251~~453,000. Total stockholders’ equity decreased by $13,~~781~~127,000 to $(15,~~969~~096,000) at December 31, ~~2017~~2018 from $(~~188~~1,969,000) at December 31, ~~2016~~2017.

Outlook

Required Capital Over the Next Year

Due to the fact that our product, BAM-FX™®, is new in the agricultural markets, it is difficult to accurately predict revenues and cash flow at this time. We will need additional funding to cover ~~2018~~2019 expenses. Subsequent to December 31, 2018 through ~~June~~April 30, 2019, we ~~issued~~converted 15,~~086~~739,~~500~~001 of ~~shares~~notes ofoutstanding ~~common~~including ~~stock pursuant~~unpaid tointerest ~~our~~accrued ~~private~~on ~~offering~~those ~~for~~notes, along with $3,~~259~~269,227 additional investment into $3,169,500 inSeries ~~gross~~A ~~proceeds~~notes and $6,129,000 into Series B notes.

On or about January 17, 2018, the Company received $500,000 from an accredited investor, and in exchange the Company issued to the investor (a) an unsecured promissory note dated January 16, 2018, maturing on October 26, 2019, in the principal face amount of $500,000 (the “First Note”), and (b) a warrant dated January 18, 2018 to purchase up to 50,000 shares of the Company’s common stock of (the “First Warrant”). A member of the Company’s board of directors is a beneficiary of certain trusts that own Rio Vista Investments, LLC, the holder of the First Note and First Warrant.

On or about January 18, 2018, the Company received $100,000 from an accredited investor, and in exchange the Company issued to the investor (a) an unsecured promissory note dated January 19, 2018, maturing on January 18, 2020, in the principal face amount of $100,000 (the “Second Note”), and (b) a warrant dated January 19, 2018 to purchase up to 10,000 shares of the Company’s common stock of (the “Second Warrant”).

The First Note and Second Note shall collectively be referred to as the “Notes”, and the First Warrant and Second Warrant shall collectively be referred to as the “Warrants”. The Notes and Warrants were made on substantially the same terms, except as noted.

The Notes bear interest at the rate of ten percent (10%) per annum, such interest being payable by the Company to the holders thereof quarterly in cash. The Notes are payable in full by the Company, plus all unpaid interest thereon, by their respective maturity dates (the “Maturity Date”). Prepayment of all unpaid principal and interest on each Note may be made by the Company prior to the Maturity Date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest under such Note, based on the full principal amount. In addition to the foregoing, the Company must repay the First Note to Rio Vista Investments, LLC within 30 days of the date the Company possesses an amount of cash equal to the outstanding balance of principal and interest due under the Second Note plus an amount reasonably anticipated to be necessary to operate the Company over the succeeding 6 months. The Warrants are exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share.

On or about March 8, 2018, the Company received $200,000 from an accredited investor and member of our Board of Directors, and in exchange the Company issued (a) an unsecured promissory note dated March 8, 2018 (the “Third Note”), and (b) a warrant dated March 9, 2018 to purchase up to 20,000 shares of the Company’s common stock (the “Third Warrant”).

On or about March 12, 2018, the Company received $200,000 from Boies Partners, Inc. (“BPI”), an accredited investor, and in exchange the Company issued to BPI (a) an unsecured promissory note dated March 12, 2018 (the “Fourth Note”), and (b) a warrant dated March 12, 2018 to purchase up to 20,000 shares of the Company’s common stock (the “Fourth Warrant”). Alex Boies, a member of our Board of Directors, has no financial interest in or control over BPI and does not otherwise have any beneficial ownership in any securities owned by BPI.

The Third Note and Fourth Note shall collectively be referred to as the “Notes”, and the Third Warrant and Fourth Warrant shall collectively be referred to as the “Warrants”. The Notes were made on substantially the same terms, except as noted. The Warrants were made on the same terms.

The Fourth Note further provides that within 30 days of receipt of payment of any amount principal outstanding under the Fourth Note (the “Conversion Window”), the note holder shall have the right to convert any portion of such payment into the Company’s common stock at the lesser of $3.00 per share or the lowest price per share of any sale by the Company of its common stock occurring between the date of the Fourth Note and the end of the Conversion Window.

The Warrants are exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share.

On February 20, 2018, BAM Inc. and Pedro Lichtinger Waisman, Isaac Lichtinger Waisman and Victor Lichtinger Waisman (the “Lichtinger Group”) entered into a License and Business Development Agreement Mexico, effective as of February 13, 2018 (the “Agreement”). Following consummation of the Agreement, the Lichtinger Group formed a company in Mexico, Agro Space Tech SA de CV de RV (“Agro Space”), to which BAM will receive a twenty percent (20%) equity ownership interest. BAM received $100,000 following execution of the Agreement, to purchase shares of the Company in connection with the Company’s ongoing private placement of shares of its common stock for USD $3.00 per share.

Without consideration of any revenue or additional fundraising, at the Company’s current rate of expenditure, we expect that our current capital will not be sufficient to cover our future operating costs for twelve months.

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The sales cycle for our product BAM-FX™® in agriculture markets is generally two to three growing seasons. We have completed our second season and with certain growers, our third season, of validation and testing as a commercial product and believe that positive trial results on growers’ crops have contributed to product awareness. However, as important as the positive trial results are, third-party validation of the product’s performance and scientific proof of the product’s mode of action are equally important to our channel partners in their purchasing decisions. We ~~The~~believe ~~scientific~~we ~~studies,~~have ~~which~~made ~~were~~significant ~~undertaken~~progress inidentifying ~~2016,~~our ~~are~~product’s ~~expected~~mode toof ~~continue~~action during 2018 including the product’s ability to allow a plant to positively respond to biotic stress. We ~~believe~~expect ~~that~~to continue those efforts in 2019. During the second quarter of 2019, given the technical product work completed to date, we began to reposition BAM-FX® and differentiate the product in the competitive agricultural market as a plant health stimulator. We believe that a combination of product re-positioning, validation, testing and technical studies carried out over the past years will lead to revenue generation and growth in ~~2018~~2019.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Consolidated Financial Statements and Financial Statement Schedule” at the end of this Annual Report on page ~~[F-1]~~ for information required by this Item 8.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the period from through December 30, 2016, neither the Company nor anyone on its behalf consulted with Crowe with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Crowe concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K)None.

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ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Accounting Officer (our Chief Executive Officer and Chief Financial Officer, respectively), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that (i) information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms and (ii) our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management’s Annual Report on Internal Controls Over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~ 2018 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation management has concluded that our internal control over financial reporting was not effective as of December 31, ~~2017~~2018.

Management has noted the following material weaknesses in internal controls as of December 31, ~~2017~~2018:

●

Management noted that the Company does not have effectively designed and implemented entity level controls. These include not having properly designed and implemented controls to identify risks relevant to financial reporting, communicating financial reporting roles and responsibilities, insuring communications with the audit committee and external parties are complete and accurate, and monitoring the effectiveness of internal control over financial reporting.

●

Management noted that the Company does not have effectively designed and implemented segregation of duties and period end financial reporting controls. This is mostly due to a limited number of employees among whom duties can be allocated.

●

Management noted that the Company does not have effectively designed and implemented review controls to ensure that the accounting for significant and complex transactions are recorded in accordance with generally accepted accounting principles. Specifically the Company does not have properly designed controls over the review of memoranda to support the accounting for significant transactions, accounts and/or assertions, the accuracy of and conclusions reached in reports prepared by third-party valuation specialists, the completeness and accuracy of the Company's tax provision; and the overall presentation of and disclosures in the consolidated financial statements.

●

Management noted that the Company does not have effectively designed and implemented controls related to information systems user access or change management. The Company has not designed or implemented appropriate user access or change management review controls that would decrease the susceptibility of financially significant systems to unauthorized changes and inappropriate user access.

Management is in the process of reviewing and revising its internal control framework, including the precision of management review controls, that gave rise to these material weaknesses disclosed above.

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

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Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, ~~2017,~~ 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information about our executive officers, key employees and directors:

Name	Age	Position
Harvey “Kaye” Klebanoff	7778	Chairman of the Board of Directors of the Company
Alexander M. Boies	3233	Director of the Company
Edward F. Cowle	6162	Director of the Company
Patrick Kennedy	76	Director and Vice President of Agricultural Business Development of the Company
Patrick Kennedy*	77	Director and Former Vice President of Agricultural Business Development of the Company
Timothy A. Peach*	66	Director and Chief Executive Officer of the Company
Timothy A. Peach**	67	Director and Chief Executive Officer of the Company
Soumyo Sarkar	6061	Director of the Company
Michael T. Smith	7475	Director of the Company
John W. Kennedy	78	Chief Science Officer of the Company
John W. Kennedy***	79	Former Director and Former Chief Science Officer of the Company
Raveendran Pottahil**	69	Chief Operating Officer and Technology Officer of the Company
Raveendran Pottahil****	70	Chief Operating Officer and Technology Officer of the Company
Andrew Koopman*****	59	Former Chief Executive Officer and Former President of Zero Gravity Life Sciences, Inc.

* The Company eliminated Mr. ~~Peach~~Kennedy's ~~was~~position ~~appointed as a member~~ of ~~the~~Vice ~~Board~~President of ~~Directors~~Agricultural ~~and~~Business ~~Chief~~Development ~~Executive~~in ~~Officer~~April onof ~~June 15, 2017~~2019.

** Mr. ~~Pottahil~~Peach was appointed as a member of the Board of Directors and Chief ~~Operating~~Executive Officer on June 15, 2017.

*** Mr. Kennedy’s position as Chief Science Officer was terminated during October 2018.

**** Mr. Pottahil was appointed Chief Operating Officer on June 15, 2017.

***** On June 6, 2018 based on the Company's strategic direction and inactivity of ZGSL, the Company terminated its employment agreement with Mr. Koopman.

Biographies of Directors and Executive Officers

Harvey “Kaye” Klebanoff, Chairman of the Board of Directors of the Company

Mr. Kaye has served as our Chairman of the Board since the Company’s inception as its current form in December of 2012. From March 2009 to January 2012, Mr. Kaye was founder, Chairman, Chief Executive Officer and President of Latitude Solutions, Inc. Latitude Solutions, Inc., a publicly traded holding company for several subsidiaries, provided products, processes and services for contaminated water applications. Prior to founding Latitude Solutions Inc., Mr. Kaye was Chief Executive Officer and President of Gulfstream Capital, L.C., a merchant banking, consulting and financial advisory organization, which provided advisory and corporate finance, services to both public and private companies. Gulfstream has acted in a merchant banking, financial advisory and strategic planning capacity for numerous corporations, both public and private. Mr. Kaye has a BS in business from Temple University. Mr. Kaye also serves as a director of Angstrom Technologies, Inc.

Mr. Kaye is well qualified to serve as the Chairman of Board due to his extensive experience in the management and operation of public and private companies, both large and small, and his previous leadership experience as an entrepreneur, investment banker, chairman, chief executive officer and director.

Alexander M. Boies, Director of the Company

Mr. Boies has been a Director of the Company since December 2015. Mr. Boies is currently employed as an associate at the Boies, Schiller & Flexner LLP law firm in New York, NY, where he works with a wide range of clients on complex litigation matters. After graduating from the University of Michigan, Ann Arbor, with a B.S. in statistics, Mr. Boies was employed by Livingston Securities, LLC from February 2010 until May 2012 wherein he assisted with a number of private placements and IPOs until Mr. Boies resigned in order to pursue his legal degree. From August 2012 until May 2015, Mr. Boies was enrolled as a full-time student at New York University School of Law. During the summer of 2013, Mr. Boies interned at Legal Aid Society in the Bronx Housing Courthouse office. Mr. Boies began working at Boies, Schiller & Flexner LLP as a summer associate in 2014 and commenced full-time employment in October 2015. He was part of the legal team that won a $663M judgment against a guardrail maker in a Qui Tam trial. Additionally, Mr. Boies participated in the management of Hawk and Horse Vineyards, a California company owned and operated by his family since 2001. Mr. Boies also was the Executive Producer on the film, “Escape Plan.” Mr. Boies brings a wide range of legal and financial skills and a diverse set of experiences to the Board.

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Edward F. Cowle, Director of the Company

Mr. Cowle has been a Director of the Company since December 2012. Mr. Cowle is currently Chief Executive Officer of Sports Engineering, Inc.(“ SEI”). SEI is the holder of an exclusive license from Worcester Polytechnic Institute ~~(WPI)~~ to commercialize a new type of athletic shoe technology. Mr. Cowle has been a director and former CEO of US Rare Earths, Inc. Mr. Cowle was a founder, and remains a Director, and principal of Laser Technology, Inc. which produces laser based law enforcement speed guns. Mr. Cowle has also worked closely with the Office of Industrial Liaison at New York University Medical School, and the tech transfer office of Johns Hopkins Medical ~~school~~School, investing in and incubating several technologies. Mr. Cowle structured a licensing deal with C. R. Bard for a start-up company that he co-founded with Temple University Office of Technology Development and Commercialization. He was a founding shareholder and investor in Biophan Technology and worked closely with management to develop business, financing, and investor awareness. The company subsequently licensed and sold its technology to Boston Scientific and Medtronic and the core products are currently being sold to the medical community. Mr. Cowle was a founder of Golf Technologies, Inc., the owner and manufacturer of the “Snake Eyes” brand of golf equipment and apparel. The company was bought by Golfsmith who currently sells the Snake Eyes line of products. Mr. Cowle formerly served as Senior Vice President Investments–Paine Webber and Co. and Vice President-Bear Stearns and Co. He graduated from Fairleigh Dickinson University in 1978 with a BA in English and American studies.

We believe Mr. Cowle is well qualified to serve as a member of the Board due to his extensive experience starting, financing and advising successful small businesses and the financial acumen he gained from his experience serving in the financial industry.

Patrick Kennedy, Director and Former Vice President of Agricultural Business Development of the Company

Mr. Kennedy has been with ZGSI in his current positions since its inception in its current form in December 2012. and served as the Vice President of Agricultural Business Development since its inception in its current form in December 2012 until April 2019. From May 2000 to June 2007 Mr. Kennedy was the President of American Natural Technology Sciences, Inc. Mr. Kennedy has forty-five years of business experience involving a wide range of skills, including business development, trade, finance, marketing and sales. He has negotiated, marketed and consummated over one billion dollars of sales volume. Mr. Kennedy possesses valuable industry contracts and has been directly responsible for negotiations and structuring of marketing and product distribution. From 1977 to 2000 Mr. Kennedy successfully owned and operated oil companies. Mr. Kennedy also serves as director of Axtel Scientific, Inc. and Mitigation of Disease, Inc. He previously served as director of Digital Stream, Inc.

We believe that Mr. Kennedy is well qualified to serve as a member of the Board due to his extensive understanding of business development and marketing, as well as his significant experience working in and with businesses, large and small.

~~Timothy~~During A.April ~~Peach~~2019, ~~Chief~~the ~~Financial~~Company ~~Officer~~eliminated Mr. Kennedy’s position of Vice President of Agricultural Business Development. Mr. Kennedy remains as a member of the ~~Company~~Board.

MrTimothy A. Peach ~~hes been a Director and Chief Executive Officer since June 15~~, ~~2017 and has served as the Company’s~~ Chief ~~Financial Officer since February 2015. From 2008 until 2014, Mr. Peach served as Chief Financial Officer,~~ Executive ~~Vice President,~~ and ~~Vice President of Finance of Oncure Medical Corp., a radiation oncology treatment center management company located in Englewood, CO. From 2004 until 2008, Mr. Peach served as~~ Chief Financial Officer ~~and Vice President~~ of ~~Finance for VISTA International Technologies, Inc., a waste to energy technology company. He served as an SEC and compliance consultant to growing companies from 2003-2004 and was~~ the Vice President Finance and Chief Accounting Officer/Controller at Convergent Group Corp. from 1998 until 2002. Prior to 2002, he earned his CPA at PricewaterhouseCoopers and held a variety of senior financial and advisory positions at Executive Telecard, Ltd., Kaire International and Telectronics Pacing Systems, Inc. Mr. Peach received his MBA from the University of Pittsburgh. Our Board believes Mr. Peach’s qualifications to serve as our Chief Financial Officer include his extensive financial and operations experience earned in both early stage and established companies.Company

31Mr. Peach has been a Director and Chief Executive Officer since June 15, 2017 and has served as the Company’s Chief Financial Officer since February 2015. From 2008 until 2014, Mr. Peach served as Chief Financial Officer, Executive Vice President, and Vice President of Finance of Oncure Medical Corp., a radiation oncology treatment center management company located in Englewood, CO. From 2004 until 2008, Mr. Peach served as Chief Financial Officer and Vice President of Finance for VISTA International Technologies, Inc., a waste to energy technology company. He served as an SEC and compliance consultant to growing companies from 2003-2004 and was the Vice President Finance and Chief Accounting Officer/Controller at Convergent Group Corp. from 1998 until 2002. Prior to 2002, he earned his CPA at PricewaterhouseCoopers and held a variety of senior financial and advisory positions at Executive Telecard, Ltd., Kaire International and Telectronics Pacing Systems, Inc. Mr. Peach received his MBA from the University of Pittsburgh. Our Board believes Mr. Peach’s qualifications to serve as our Chief Executive and Financial Officer include his extensive financial and operations experience earned in both early stage and established companies.

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Soumyo Sarkar, Director of the Company

Mr. Sarkar joined the Company’s Board of Directors in December 2015. Mr. Sarkar has served as Chief Executive Officer and Portfolio Manager of Sumit Capital LLC, an independent institutionally-orientated investment advisory firm since its founding in 2010. Founded in 2010, Sumit Capital is a New York based registered investment advisor. Prior to founding Sumit Capital, Mr. Sarkar was a Managing Director with Deutsche Bank and the Founder and Head of the Deutsche Bank Matched Book Arbitrage Group. He ran the Deutsche Bank Matched Book Arbitrage Group from 1995 to 2009. Prior to joining Deutsche Bank, Soumyo ran a similar strategy within Credit Suisse proprietary trading group from 1991 to 1995. Prior to Credit Suisse, Mr. Sarkar held various research and programming roles for over five years with Solomon Brothers, Merrill Lynch and Lehman Brothers. He has an MBA from the University of Iowa’s Tippie School of Management and a BTech from the BHU Institute of Technology in Varanasi, India. We believe Mr. Sarkar brings an extensive understanding of finance and a wide range of experience to the Board.

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Michael T. Smith, Director of the Company

Mr. Smith joined the Company’s Board of Directors in February 2015. He is the former Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, having served from October 1997 to May 2001. From 1985 until 1997 he served in a variety of capacities for Hughes, including Vice Chairman of Hughes Electronics, Chairman of Hughes Missile Systems and Chairman of Hughes Aircraft Company. Prior to joining Hughes, he spent nearly 20 years with General Motors Corporation in a variety of financial management positions. Mr. Smith is currently a director, Chair of the Nominating and Governance Committee and Audit Committee member of Teledyne Technologies Incorporated which provides enabling technologies for industrial growth markets. He also serves as a director for WABCO Holdings, Inc. which provides electronic and electromechanical products for the automotive industry and FLIR Systems, Inc., which produces infrared cameras, thermal imaging software and temperature measurement devices. He previously served as a director of ATK Alliant Techsystems, Inc., an advanced weapon and space systems company, from 1997 to 2009, Anteon International Corporation, an information technology and systems engineering solutions company, from 2005 to 2006, and Ingram Micro Corporation, a technology sales, marketing and logistics company from 2001 to 2014. Mr. Smith holds a BA in Political Science from Providence College and an MBA from Babson College and served as an officer in the United States Army.

We believe Mr. Smith brings strong financial skills that are important in the understanding and oversight of our financial reporting and corporate governance matters along with expertise in corporate governance, enterprise risk management and strategic planning, which we believe qualify him to provide guidance as a Director to the Company

Biographies of Key Employees or Former Key Employees

John W. Kennedy, Chief Science Officer of the Company

John W. Kennedy ~~has been~~ was with ZGSI since its inception as the current company in 2012 and was instrumental in its creation. He has 40 years’ experience in applied research, botany, biology, physics, nutrition, biochemistry and discoveries associated with health, disease, plant and biological sciences and technologies. Since November 1979, Mr. Kennedy has been operating John W. Kennedy Consultants, Inc. which represents companies and associations in clearance and registration of pesticides at federal and state agencies. Mr. Kennedy is also president and chairman of Axtel Scientific, Inc., a Nevada corporation, established October 18, 2012 which was licensed by Mr., Kennedy’s IP to commercialize a unique modality for mitigation of several cellular devastating diseases. Zero Gravity Incorporated was a former company owned by Mr. Kennedy that collaborated through a Space Act Agreement with NASA on six space shuttle launches carrying experiments to the International Space Station for plant and animal studies. This corporation was discontinued shortly after the incorporation of ZGSI. Mr. Kennedy holds a BS in Botany and Natural Science from University of Wisconsin. He has received additional educational credits at the United States Department of Agriculture Graduate School in New York, NY with advanced studies in the Biological Sciences. He was also awarded a Space Act Agreement with NASA and is considered a National Lab Pathfinder for his work on plant and human stem cells. During October 2018, Mr. Kennedy’s position as Chief Science Officer, which was held since 2012 was eliminated. Mr. Kennedy is no longer an employee of the Company.

Andrew Koopman, Former Chief Executive Officer and Former President of Zero Gravity Life Sciences, Inc.

~~Since~~From, May 2016 until June 2018, Mr. Koopman ~~has~~ served as the Chief Executive Officer and President of the Company's wholly owned subsidiary, ZGLS. From January 2014 to May 2016, Mr. Koopman served on the Company's Scientific Advisory Board as a consultant. He previously served as Director of New Ventures at New York University in the Office of Industrial Liaison from October 2001 to May 2016, where he worked with investors and entrepreneurs to facilitate the formation of new life science companies that focused on the development and commercialization of NYU developed technologies. From August 1997 to October 2001, Mr. Koopman was the Managing Director of Biomedical and Biotechnology Industries at Beroff Associates, a merchant investment banking and strategic advisory group. Prior to joining Beroff Associates, Mr. Koopman served as a laboratory supervisor and project manager with Hoffman-LaRoche from January 1989 to August 1997. Mr. Koopman also held associate scientist positions at Ortho Diagnostic Systems and Unigene Laboratories, Inc. between January 1984 and December 1988. Mr. Koopman holds a BS in Biology from Binghamton University and an MS in molecular biology from Seton Hall University with a minor in business administration from the Stillman School of Business.

~~Raveendran~~In ~~Pottahil~~June 2018, ~~Chief~~based ~~Operating~~on ~~Officer~~the ~~and~~Company’s ~~Chief~~strategic ~~Technology~~direction ~~Officer~~and inactivity of ~~Zero~~ZGLS., ~~Gravity~~the ~~Solutions,~~Company ~~Inc~~terminated its employment agreement with Mr. Koopman.

Raveendran Pottathil, Chief Operating Officer and Chief Technology Officer of Zero Gravity Solutions, Inc.

Dr. Pottathil is President of Accudx Inc., a strategic technology and consulting company. Dr. Pottathil is an entrepreneur with a 40-year history spanning academia, industry, invention, and company creation.

In 1996, Dr. Pottathil created Accudx as a diagnostic assay manufacturer. This company has progressed into consulting, technology and product development, and intellectual property services in biotech, medtech, and ecotech. His experience in academia and industry has covered various aspects of biochemistry, molecular biology, mammalian genetics, medical virology, tumor biology, and diagnostics, in both academic and industrial settings. As Chief Process Scientist at PetroAlgae, he was responsible for the development and scale up processes for growth, harvesting and processing of micro-algae. As a founding member and Director at Specialty Laboratories International, he successfully set up a large number of esoteric Clinical Reference Laboratories in Mexico, Singapore, Malaysia and India.

~~Glenn A. Stinebaugh~~33

As reported on Form 8-K, dated June 20, 2017, Mr. Stinebaugh tendered his resignation as a member of the Board of Directors and as the Chief Executive Officer and President of the Company and BAM Inc. On June 15, 2017, Mr. Stinebaugh commenced his position of the Senior Vice President of BAM, Inc.

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Term of Office

Our directors are elected to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors annually at its annual meeting or at any regular or special meeting of the Board.

Involvement in Certain Legal Proceedings.

Except as noted below, none of our officers, directors, promoters or control persons has had any of the following events occur:

●

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time, except that (i) Mr. Kaye held an officer position (until January 2012) and a director position (until April 2012) in Latitude Solutions, Inc. which in December 2012 filed for bankruptcy protection, and (ii) Mr. Peach held an officer position in Oncure Medical Corp. (until June 2014), which filed for reorganization in June 2013 in connection with an acquisition of the company by new ownership: or

●

any conviction in a criminal proceeding or being subject to a pending criminal proceeding excluding traffic violations and other minor offenses; or

●

being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; or

●

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or

●

been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

○

any Federal or State securities or commodities law or regulation; or

○

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

○

any judicial or administrative proceeding resulting from involvement in mail or wire fraud or fraud in connection with any business entity.

Corporate Governance

Audit Committee & Compensation Committee

On January 20, 2016, our Board voted to create separate audit and compensation committees of our Board. Before that time, we did not have any standing audit or compensation committees of the Board or committees performing similar functions. On February 25, 2016, our Board adopted both the Audit Committee’s charter, and the Compensation Committee’s charter.

Audit Committee. The Audit Committee is comprised of two of our independent directors, Michael T. Smith and Soumyo Sarkar. The functions of the Audit Committee include the retention of our independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of our Company’s annual audit, reviewing the adequacy of our Company’s accounting and financial controls and reviewing the independence of our Company’s independent registered public accounting firm. While the Company is not listed on the NASDAQ Stock Market, our Board has determined that each member of the Audit Committee is an “independent director” under the applicable rules and regulations of the SEC. The Board has determined that a member of the Audit Committee does qualify as an “audit committee financial expert” within the applicable requirements of the SEC.

Compensation Committee. The Compensation Committee is comprised of two of our independent directors, Edward F. Cowle and Alexander M. Boies. The functions of the Compensation Committee include the approval of the compensation offered to our executive officers and recommendation to the full Board of the compensation to be offered to our non-employee directors. While the Company is not listed on the NASDAQ Stock Market, our Board has determined that each member of the Compensation Committee is independent in accordance with the applicable rules of regulations of the SEC. In addition, the Compensation Committee evaluates the independence of each compensation consultant, outside counsel and advisor retained by or providing advice to the Compensation Committee.

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Code of Ethics. - Our Board has not yet adopted a code of ethics that applies to the Company’s officers and directors.We ~~However,~~expect ~~our~~to ~~Board~~evaluate isethic ~~currently evaluating ethics~~ standards and ~~hopes to~~ adopt a code of ethics in ~~2018 as the Company completes its compliance initiatives~~2020.

Delinquent Section 16(a) ~~Reporting Compliance -~~ Reports. Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10% of our outstanding shares of common stock to file with the SEC initial reports of ownership and reports of changes in ownership in our common stock and other equity securities. Specific due dates for these records have been established, and we are required to report in this report any failure in ~~2017~~2018 to file by these dates. WeDuring ~~believe that during 2017~~2018, ~~each of~~ the following ~~filed~~did not file a ~~late~~ Form ~~3 in relation to the Company becoming subject to Section 16 or the addition of a director to the Board~~5: Harvey “ Kaye” Klebanoff, Patrick Kennedy, ~~Glenn A. Stinebaugh, John Wayne Kennedy, Deworth Williams,~~ Michael T.Smith, Soumyo Sarkar, Alexander M. Boies, Timothy A. Peach, ~~Richard Godwin~~ and Edward F. Cowle. ~~Each~~We ofbelieve ~~the~~that ~~aforementioned~~during ~~had~~2018, athe following ~~Form~~filed 3a ~~that~~late ~~was~~Form ~~filed~~4: ~~late~~Michael T.Smith (one). The Company ~~has~~will ~~revised~~ revise its administrative procedures to enhance the ability of the Company’s executive officers and directors to comply with such requirements. ~~All persons subject to Section 16 requirements are current with their filings.~~

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth the cash and other compensation paid by the Company to our named executive officers for the ~~year~~years ended December 31, ~~2017~~2018-2016.

Name and Principal Position	Year	Salary		Stock Awards			Option Awards (6)			All other Compensation			Total
Timothy A. Peach,	~~2015~~2016	$	96141,000	$	~~50,000~~—	~~(4)~~	$	92246,~~473~~384	(53)	$	—		$	~~238~~387,~~473~~384
Chief Financial Officer of the Company (1)	2016	$	141,000	$	—		$	246,384	(6)	$	—		$	387,384
Chief Financial Officer of the Company	2017	$	150,000	$	—		$	—		$	—		$	150,000
Chief Executive Officer of the Company (2)	2017	$	150,000	$	—		$	—		$	—		$	150,000
Chief Executive Officer of the Company(1)	2018	$	150,000	$	—		$	—		$	—		$	150,000
Harvey “Kaye” Klebanoff,	2015	$	96,000	$	—		$	—		$	15,000	(7)	$	111,000
Harvey "Kaye" Klebanoff,	2016	$	141,000	$	—		$	—		$	—		$	141,000
Chairman and Director of the Company (3)	2016	$	141,000	$	—		$	—		$	—		$	141,000
Chairman and Director of the Company	2017	$	150,000	$	—		$	—		$	—		$	150,000
	2017	$	150,000	$	—		$	—		$	—		$	150,000
	2018	$	150,000	$	—		$	—		$	—		$	150,000
Andrew Koopman, President of Zero Gravity Life Sciences, Inc.	2016	$	93,760	$	—		$	339,613	(8)	$	—		$	433,373
Andrew Koopman,	2016	$	93,760	$	—		$	339,613	(4)	$	—		$	433,373
	2017	$	150,000	$	—		$	—		$	—		$	150,000
Former Chief Executive Officer and President of ZGLS (2)	2017	$	150,000	$	—		$	—		$	—		$	150,000
Raveendran Pottahil, Chief Operating Officer and Chief Technology Officer of the Company	2016	$	109,375	$	—		$	169,772	(9)	$	—		$	279,147
	2018	$	80,098	$	—		$	—		$	—		$	80,098
	2017	$	150,000	$	—		$	—		$	—		$	150,000
Raveendran Pottahil,	2016	$	109,375	$	—		$	169,772	(5)	$	—		$	279,147
Chief Operating Officer of the Company	2017	$	150,000	$	—		$	—		$	—		$	150,000
Chief Technology Officer of the Company	2018	$	150,000	$	—		$	—		$	—		$	150,000

(1) On ~~February~~June 2015, ~~2015~~2017, Timothy A. Peach was appointed ~~the~~ the Chief ~~Financial~~Executive Officer of the Company.

(2) OnMr. ~~June~~Koopman ~~15,~~served ~~2017,~~as ~~Timothy~~Chief Executive A.Officer ~~Peach~~and ~~was~~served ~~appointed~~as ~~the Chief~~President ~~Executive~~of ~~Officer~~ZGLS offrom ~~the~~May ~~Company~~23, 2016 to June 6, 2018.

(3) Mr. ~~Kaye~~Peach received ~~served~~an asoption ~~President~~to ~~and~~purchase ~~Interim~~400,000 ~~Chief~~shares ~~Executive Officer~~ of the Company’s ~~from~~common ~~October~~stock 3,upon ~~2014~~the toinitialization ~~November~~of ~~21,~~the ~~2014.~~company's ~~Mr.~~2015 ~~Kaye~~Stock ~~currently~~incentive ~~serves~~plan. The asoptions ~~Chairman~~vested ~~of the Board~~immediately.

(4) Mr. ~~Peach~~ Koopman received ~~100~~an option to purchase 600,000 shares of the Company’s common stock inupon ~~connection with~~ his execution of an ~~at-will~~offer ~~employment~~letter ~~agreement~~ with the Company on ~~February~~April 2012, ~~2015.~~2016, 300,000 are to vested immediately and 300,000

~~(5)~~ vested ~~Mr.~~after Peach received a five-year warrant to purchase 200,000 shares of the Company’s common stock at $0.50 per share in connection with his execution of an at-will employment agreement with the Company on February 20, 2015. After 6 months ~~of satisfactory services,~~ . Mr. ~~Peach~~Koopman ~~received~~returned anhis ~~additional~~option ~~five-year warrant~~ to purchase ~~300~~600,000 shares ofupon ~~the~~leaving ~~Company’s stock at $0.50 per share.~~his

34 position with the Company in June of 2018.

⁽⁵⁾ Mr. Pottathil was appointed as Chief Operating Officer of the Company June 15, 2017. Mr. Pottathil received an option to purchase 300,000 shares of the Company’s common stock upon his execution of an offer letter with

the Company on April 11, 2016, 150,000 vested immediately and 150,000 vested after 6 months.

⁽⁶⁾ For valuation considerations, please see Note 6 of the December 31, 2018 Notes to the Financial Statements, included in this report.

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~~(6)~~Outstanding ~~Mr.~~Equity ~~Peach received~~Awards anat ~~option~~December ~~to purchase 400~~31,~~000~~ ~~shares~~2018 ofFiscal ~~the~~Year ~~Company’s common stock upon the initialization of the company's 2015 Stock incentive plan. The options vest immediately.~~End

(7) Mr. Kaye’s entire salary of $55,000 earned in 2013 was deferred, of which $40,000 was paid in 2014 and the remainder was paid in fiscal 2015.

Name	Number of Securities underlying unexercised options exercisable		Number of Securities underlying unexercised options unexercisable		Option exercise or base price per share ($/Share)		Option Expiration Date
Timothy A. Peach		200,000		—	$	0.50	February 22, 2020
Timothy A. Peach		300,000		—	$	0.50	November 2, 2020
Timothy A. Peach		400,000		—	$	1.25	January 16, 2026
Raveendran Pottathil		300,000		—	$	1.25	April 11, 2026

(8) Mr. Koopman received an option to purchase 600,000 shares of the Company’s common stock upon his execution of an offer letter with the Company on April 12, 2016, 300.000 are to vest immediately and 300.000 vest after 6 months.

(9) Mr. Pottahil was appointed as Cheif Operating Officer of the Company June 15, 2017. Mr. Potahil received an option to purchase 300,000 shares of the Company’s common stock upon his execution of an offer letter with the Company on April 11, 2016, 150,000 are to vest immediately and 150,000 vest after 6 months.

(10) For valuation considerations, please see Note 7 of the December 31, 2017 Notes to the Financial Statements, included in this report.

Outstanding Equity Awards at December 31, 2017 Fiscal Year End

Name	Number of Securities underlying unexercised options exercisable		Number of Securities underlying unexercised options unexercisable		Option exercise or base price per share ($/Share)		Option Expiration Date
Timothy A. Peach		200,000		—	$	0.50	February 22, 2020
Timothy A. Peach		300,000		—	$	0.50	November 2, 2020
Timothy A. Peach		400,000		—	$	1.25	January 16, 2026
Andrew Koopman		600,000		—	$	1.25	April 12, 2026
Raveendran Pottahil		300,000		—	$	1.25	April 11, 2026

Narrative Discussion of Compensation Tables

Employee Agreements and Current Compensation Rates for Named Executive Officers

The named executive officers above each serve at the will of our Board of Directors, under the terms discussed below.

As dictated by the Board, Mr. Harvey Kaye’s salary for fiscal year 2015 was $96,000 per annum and $96,000 per annum for 2014. The Compensation Committee and the Board approved an increase in Mr. Kaye’s salary to $150,000 per annum effective March 1, 2016, which continues to date. In addition, Mr. Kaye’s entire salary earned in 2013 of $55,000 was deferred, of which $40,000 was paid in 2014 and the remainder was paid in fiscal 2015.

On February 20, 2015, Mr. Peach entered into an at-will employment agreement with the Company under which he serves as the Chief Financial Officer of the Company. He receives $8,000 per month for his services to the Company, along with this he received in 2015, a one time grant of 100,000 shares of the Company’s common stock and a five-year warrant to purchase 200,000 shares of the Company’s common stock at $0.50 per share. After six months of satisfactory service Mr. Peach received an additional five-year warrant to purchase 300,000 shares of the Company’s common stock at $0.50 per share. The Compensation Committee and the ~~board~~Board approved an increase in Mr. Peach’s compensation to $12,500 per month effective March 1, 2016. On June 15, 2017, Mr. Peach accepted the position of Chief Executive ~~officer~~Officer.

In March 2016, the Board of Directors, upon the recommendation of the Company’s Compensation Committee, approved increases in the salary of Mr. Kaye, and Mr. Peach, such that each would receive $12,500 per month for their services in their respective positions, to be effective retroactively beginning March 1, 2016. In addition, Mr. Kaye, and Mr. Peach would be eligible for cash bonuses of $12,500 on July 31, 2016 and October 31, 2016, subject to the Company’s achievement of certain revenue targets by such dates, which were not achieved. Accordingly, no cash bonuses were paid in 2016.

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Employee Benefit and Incentive Plans

The Company adopted athe ~~Stock~~2015 ~~Incentive~~ Plan for its employees in December 2015, and health care plan for its employees in October 2015, which does not discriminate in favor of our executive officers or directors in scope, terms or operation and is available generally to all salaried employees of the Company.

Director Compensation

Name	Fees earned or paid in cash ($)		Stock awards ($)		~~(7)~~	Option awards ($)		~~(7)~~	All other compensation ($)			Total ($)
Harvey Kaye	$	-	$	-		$	-		$	150,000	(1)	$	150,000
Alexander M. Boies (2)	$	-	$	-		$	-		$	-		$	-
Alexander M. Boies	$	-	$	-		$	-		$	-		$	-
Edward F. Cowle	$	-	$	-		$	-		$	-		$	-
Soumyo Sarkar (3)	$	-	$	-		$	-		$	-		$	-
Soumyo Sarkar	$	-	$	-		$	-		$	-		$	-
Timothy A. Peach (4)	$	-	$	-		$	-		$	150,000		$	150,000
Timothy A. Peach (2)	$	-	$	-		$	-		$	150,000		$	150,000
Patrick Kennedy	$	-2,500	$	-		$	-		$	~~126~~96,000	(53)	$	~~126~~98,~~000~~500
Michael Smith (6)	$	-	$	-		$	-		$	-		$	-
Michael T. Smith	$	-	$	-		$	-		$	-		$	-

(1) Mr. Kaye’s entire salary was earned in connection with his service as Chairman of the Board ~~(including deferred amounts noted in the section above~~.).

(2) ~~Alexander M~~Mr. ~~Boies~~Peach joined the Board of Directors in ~~November 2015~~June 2017.

(3) ~~Soumyo~~Mr. Kennedy’s ~~Sarkar~~entire ~~joined~~salary ~~the~~of ~~Board~~$96,000 was earned in connection with his service as Vice President of ~~Directors~~Agricultural Business Development of the Company. He also received $2,500 pursuant to royalties earned or minimum payments under the SOD Royalty Agreement and Royalty Agreement, as discussed in ~~November~~Item ~~2015~~13.

~~(4)~~There ~~Mr.~~are ~~Peach~~no ~~joined~~written ~~the~~compensation ~~Board~~agreements in ~~June 2017~~place regarding the payment to any director for their service as a director.

(5) Mr. P. Kennedy’s entire salary of $96,000 was earned in connection with his service as Vice President of Agricultural Business Development of the Company. He also received $30,000 pursuant to royalties earned or minimum payments under the SOD Royalty Agreement and Royalty Agreement, as discussed in Item 13.

(6) Michael Smith joined the Board of Directors in February 2015.

(7) For valuation considerations, please see Note 7 of the December 31, 2017 Notes to the Financial Statements, included in this report.

There are no written compensation agreements in place regarding the payment to any director for their service as a director. In connection with Mr. Smith’s appointment to the Board, on February 10, 2015 he received warrants to purchase 200,000 shares of the Company's common stock with an exercise price of $0.50 having a fair value of $92,479. In connection with Mr. Boies and Mr. Sarkar joining the Board, on December 2, 2015 each received warrants to purchase 200,000 of the Company’s shares of common stock with an exercise price of $2.00 having a fair value of $238,059.

Indemnification of Officers and Directors

Our bylaws provide that we will indemnify our officers and directors to the fullest extent permitted by applicable law against all liability and loss suffered and expenses (including attorney’s fees) incurred in connection with actions or proceedings brought against them by reason of their serving or having served as officers, directors or in other capacities, provided that the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, unless such director or officer will have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company. We shall be required to indemnify a director or officer in connection with an action or proceeding commenced by such director or officer only if the commencement of such action or proceeding by the director or officer was authorized in advance by the Board of Directors.

36We have procured a Directors and Officers Insurance Policy with QBE Specialty Insurance Company and XL Specialty Insurance Company in each case, with a $5,000,000 limit of liability.

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We have procured a Directors and Officers Insurance Policy with National Union Fire Insurance Company of Pittsburgh, PA with an $8,000,000 limit of liability.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 28, 2018, the number of shares of Common Stock owned of record and beneficially by the named executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of common stock of the Company. Unless otherwise noted below, the address of each director and executive officer of the Company is 190 NW Spanish River Boulevard, Suite 101, Boca Raton, Florida 33431. The addresses for the greater than 5% stockholders are set forth in the footnotes to this table:s

	Common Stock
	Number of Shares Beneficially Owned (1)			Percentage Outstanding (2)
Directors and Executive Officers
Edward F. Cowle		2,650,000			6.58	%
Harvey “Kaye” Klebanoff		2,483,000	(3)		6.17	%
Patrick Kennedy		1,986,666			4.93	%
Michael Smith		1,700,000	(4)		4.17	%
Timothy A. Peach		1,000,000	(6)		2.50	%
Soumyo Sarkar		940,000	(5)(7)		2.48	%
Alexander M. Boies		200,000	(5)		.50	%
All directors and named executive officers as a group (7 persons)		10,959,666			26.87	%
5% Shareholders
John W. Kennedy (8)		7,000,000			17.38	%
Deworth Williams (9)		2,615,000			6.49	%

The following table sets forth, as of August 15, 2019, the number of shares of common stock owned of record and beneficially by the named executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of common stock of the Company. Unless otherwise noted below, the address of each director and executive officer of the Company is 190 NW Spanish River Boulevard, Suite 101, Boca Raton, Florida 33431. The addresses for the greater than 5% stockholders (other than the directors and executive offices of the Company) are set forth in the footnotes to this table:

(1) The Company believes that each stockholder has sole voting and investment power with respect to the shares of common stock listed, except as otherwise noted. The number of shares beneficially owned by each stockholder is determined under rules of the SEC, and the information is not necessarily indicative of ownership for any other purpose. Under these rules, beneficial ownership includes (i) any shares as to which the person has sole or shared voting power or investment power and (ii) any shares which the individual has the right to acquire within 60 days after April 13, 2018 through the exercise of any stock option, warrant, conversion of preferred stock or other right, but such shares are deemed to be outstanding only for the purposes of computing the percentage ownership of the person that beneficially owns such shares and not for any other person shown in the table. The inclusion herein of any shares of common stock deemed beneficially owned does not constitute an admission by such stockholder of beneficial ownership of those shares of common stock.

	Common Stock
	Number of Shares Beneficially Owned (1)			Percentage Outstanding (2)
Directors and Executive Officers

Edward F. Cowle		2,650,000			6.75	%
Harvey “Kaye” Klebanoff		2,483,000	(3)		6.33	%
Patrick Kennedy		1,986,666			5.06	%
Michael T. Smith		1,700,000	(4)		4.33	%
Timothy A. Peach		1,000,000	(5)		2.55	%
Soumyo Sarkar		940,000	(6)		2.39	%
Alexander M. Boies		200,000	(7)		.51	%

All directors and named executive officers as a group (7 persons)		10,959,666			27.92	%

5% Shareholders
John W. Kennedy (8)		6.930,000			17.66	%
Deworth Williams (9)		2,615,000			6.66	%

(21) The ~~percentage~~Company ~~outstanding~~believes ~~calculation~~that iseach ~~based~~stockholder onhas ~~40,787,448~~sole voting and investment power with respect to the shares of common stock ~~issued~~listed, except as otherwise noted. The number of shares beneficially owned by each stockholder is determined under rules of the SEC, and ~~outstanding~~the information is not necessarily indicative of ownership for any other purpose. Under these rules, beneficial ownership includes (i) any shares as to which the person has sole or shared voting power or investment power and (ii) any shares which the individual has the right to acquire within 60 days after August 15, 2019 through the exercise of ~~July~~any 6stock option, ~~2018~~warrant, conversion of preferred stock or other right, but such shares are deemed to be outstanding only for the purposes of computing the percentage ownership of the person that beneficially owns such shares and not for any other person shown in the table. The inclusion herein of any shares of common stock deemed beneficially owned does not constitute an admission by such stockholder of beneficial ownership of those shares of common stock.

(2)

The percentage outstanding calculation is based on 39,249,863 shares of common stock issued and outstanding as of October 04, 2019.

(3)

The 2,483,000 shares of our common stock include 983,000 shares of our common stock owned of record by Mr. Kaye and 1,500,000 shares of our common stock owned of record by Ms. Helen Klebanoff, Mr. Kaye’s wife.

(4)

The 1,700,000 shares of our common stock are made up of (i) 1,050,000 shares of common stock held of record by Mr. Smith, (ii) warrants exercisable into 200,000 shares of our common stock at $0.50 per share, and (iii) warrants exercisable into 350,000 shares of our common stock at $4.50 per share, and (iv) warrants exercisable into 100,000 shares of our common stock at $3.00 per share.

(5) ~~Alexander~~The M.1,000,000 ~~Boies~~shares ~~and~~of ~~Soumyo~~our ~~Sarkar~~common ~~joined~~stock include 100,000 shares of our ~~Board~~common onstock ~~November~~owned ~~30,~~of ~~2015.~~record Inby ~~exchange~~Mr. ~~for~~Peach ~~their~~and ~~service~~warrants onexercisable ~~the~~into ~~Board~~500,000 ~~each~~shares of ~~Mr.~~our ~~Boies~~common ~~and~~stock Mrat $0.50 ~~Sarkar~~per ~~received~~share ~~warrants~~and tooptions ~~purchase~~exercisable ~~200~~into 400,000 shares of ~~the~~our ~~Company’s~~ common stock at ~~an exercise price of~~ $21.0025 per share..

(6) The 1940,000~~,000~~ shares of our common stock include ~~100~~620,000 shares of our common stock owned of record by Mr. ~~Peach~~Sarkar and warrants exercisable into ~~500~~320,000 shares of our common stock at $02.5000 per share ~~and options exercisable into 400,000 shares of our common stock at $1~~.~~25 per share.~~

(7) The 940,000 shares of our common stock include 620,000 shares of our common stock owned of record by Mr. Sarkar and warrants exercisable into 320,000 shares of our common stock at $2.00 per share.

	(7)	Alexander M. Boies has warrants to purchase 200,000 shares of the Company’s common stock at an exercise price of $2.00 per share.
	(8)	John W. Kennedy was our Chief Science Officer until October 2018 and previously served as a member of the Board until December 2015. His address is as follows: 101 Beachside Drive, Stevensville, MD 21666.

(89) ~~John~~Deworth W.Williams ~~Kennedy is our Chief Science Officer and~~ previously served as a member of our Board of Directors until December 2015. ~~His~~Mr. William’s address is as follows: ~~c/o~~2681 ~~Zero Gravity Solutions, Inc~~E., ~~190~~Parleys ~~NW Spanish River Boulevard~~Way, Suite ~~101~~204, ~~Boca~~Salt ~~Raton~~Lake City, ~~Florida~~UT ~~33431~~84109.

~~(9) Deworth Williams previously served as members of our Board of Directors until December 2015. Mr. William’s address is as follows: 2681 E. Parleys Waye, Suite 204, Salt Lake City, UT 84109.~~38

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Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at any subsequent date result in a change in control of our Company.

Equity Compensation Plan Information

The following table sets forth equity compensation plan information as of December 31, ~~2017~~2018:

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders:

2015 Equity Incentive Plan

21,~~750~~585,000

$1.2970

12,~~250~~415,000

Equity compensation plans not approved by security holders

—

Total

21,~~750~~585,000

$1.2970

12,~~250~~415,000

2015 Equity Incentive Plan. In December 2015, our stockholders approved our 2015 ~~Equity Incentive~~ Plan ~~(“2015 Plan”)~~. Our 2015 Plan provides for the grant of incentive stock options to our employees and our parent and subsidiary corporations' employees, and for the grant of nonstatutory stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. Our 2015 Plan also provides that the grant of performance stock awards may be paid out in cash as determined by the Committee (as defined ~~herein~~below).

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Authorized Shares. A total of 4,000,000 shares of our common stock are reserved for issuance pursuant to the 2015 Plan. Shares issued under our 2015 Plan may be authorized but unissued or reacquired shares of our common stock. Shares subject to stock awards granted under our 2015 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our 2015 Plan. Additionally, shares issued pursuant to stock awards under our 2015 Plan that we repurchase or that are forfeited, as well as shares reacquired by us as consideration for the exercise or purchase price of a stock award, will become available for future grant under our 2015 Plan.

Administration. Our Board of Directors, or a duly authorized committee thereof (collectively, the “Committee”), has the authority to administer our 2015 Plan. Our Board may also delegate to one or more of our officers the authority to designate employees other than Directors and officers to receive specified stock, which, in respect to those awards, said officer or officers shall then have all that the Committee would have.

Subject to the terms of our 2015 Plan, the Committee has the authority to determine the terms of awards, including recipients; the exercise price or strike price of stock awards, if any; the number of shares subject to each stock award; the fair market value of a share of our common stock; the vesting schedule applicable to the awards, together with any vesting acceleration; the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under our 2015 Plan. The Committee has the power to modify outstanding awards under our 2015 Plan subject to the terms of the 2015 Plan and applicable law. Subject to the terms of our 2015 Plan, the Committee has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.

Stock Options. Stock options may be granted under the 2015 Plan. The exercise price of options granted under our 2015 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise price must equal at least 110% of the fair market value on the grant date. The Committee will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the Committee, as well as other types of consideration permitted by applicable law. No single participant may receive more than 25% of the total options awarded in any single year. Subject to the provisions of our 2015 Plan, the Committee determines the other terms of options.

Performance Shares. Performance shares may be granted under our 2015 Plan. Performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The Committee will establish organizational or individual performance goals or other vesting criteria in its discretion which, depending on the extent to which they are met, will determine the number and/or the value of performance shares to be paid out to participants. After the grant of a performance share, the Committee, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance shares. The Committee, in its sole discretion, may pay earned performance units or performance shares in the form of cash, shares or some combination thereof per the terms of the agreement approved by the Committee and delivered to the participant. This agreement will state all terms and condition of the agreements.

Restricted Stock. The terms and conditions of any restricted stock awards granted to a participant will be set forth in an award agreement and, subject to the provisions in the 2015 Plan, will be determined by the Committee. Under a restricted stock award, we issue shares of our common stock to the recipient of the award, subject to vesting conditions and transfer restrictions that lapse over time or upon achievement of performance conditions. The Committee will determine the vesting schedule and performance objectives, if any, applicable to each restricted stock award. Unless the Committee determines otherwise, the recipient may vote and receive dividends on shares of restricted stock issued under our 2015 Plan.

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Other Share-Based Awards and Cash Awards. The Committee may make other forms of equity-based awards under our 2015 Plan, including, for example, deferred shares, stock bonus awards and dividend equivalent awards. In addition, our 2015 Plan authorizes us to make annual and other cash incentive awards based on achieving performance goals that are pre-established by our compensation committee.

Change in Control. If the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while awards or options remain outstanding under the 2015 Plan, unless provisions are made in connection with such transaction for the continuance of the 2015 Plan and/or the assumption or substitution of such awards or options with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the relevant agreements, terminate immediately as of the effective date of any such merger, consolidation or sale.

Change in Capitalization. If the Company shall affect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the common stock outstanding, without receiving consideration therefore in money, services or property, then awards amounts, type, limitations, and other relevant consideration shall be appropriately and proportionately adjusted. The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

Plan Amendment or Termination. Our Board has the authority to amend, suspend, or terminate our 2015 Plan, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. The 2015 Plan will terminate ten (10) years after the earlier of (i) the date the 2015 Plan is adopted by the Board, or (ii) the date the 2015 Plan is approved by the stockholders, except that awards that are granted under the 2015 Plan prior to its termination will continue to be administered under the terms of the 2015 Plan until the awards terminate, expire or are exercised.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Except as otherwise indicated herein or in ~~item~~Item 11 above, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

● On December 12, 2013, our former director and Chief Science Officer, Mr. John W. Kennedy and current director, Mr. Patrick Kennedy, and the Company entered into a royalty agreement (the “Royalty Agreement”) having a term of 25 years, wherein the Company iswas required to pay royalty fees to Messrs. John W. Kennedy and Patrick Kennedy, in the amount of (1) 5% of gross sales of the BAM-FX™® product (and related products) of which 3% ~~will~~was to be paid to John W. Kennedy and 2% to Patrick Kennedy, and/or (2) 10% of any license or sub-license of the product or related products of which 6% ~~will~~was to be paid to John W. Kennedy and 4% to P.Patrick Kennedy. The Royalty Agreement allowed the Company to pay Messrs. John W. Kennedy and Patrick Kennedy advance royalties as determined by the CEO of the Company, to be deducted from any future royalties due. In March 2015, the Royalty Agreement was superseded by the SOD Royalty Agreement, described below.

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● On March 13, 2015, the Company entered into a new License and Royalty Agreement with Messrs. John W. Kennedy and Patrick Kennedy in connection with the patent application relating to the Copper/Zinc Superoxide Dismutase (SOD) Formulation for the Treatment of Traumas Including Amyotrophic Lateral Sclerosis for manufacturing, commercial opportunities and/or supply and/or research for products which may be developed by the Company for fertilizers and for humans and animals such as remediation of radiation of astronauts and other oxidative stress conditions discovered in a micro/zero gravity environment (“SOD Royalty Agreement”). The SOD Royalty Agreement superseded the Royalty Agreement. The SOD Royalty Agreement has a term of 25 years and the Company has an obligation to pay royalty fees to Messrs. John W. Kennedy and Patrick Kennedy, in the amount of (1) 5% of gross sales of commercial product developed and sold (and related products) of which 3% will be paid to John W. Kennedy and 2% to Patrick Kennedy, and/or (2) 10% of any license or sub-license of the product or related products, of which 6% will be paid to John W. Kennedy and 4% to Patrick Kennedy. The SOD Royalty Agreement also requires a minimum payment of $2,500 to each individual per month, unearned portions of which may be applied against future royalties earned. John W. Kennedy has waived his minimum payment for the year. In addition, certain other costs, the Company made that were necessary for the maintenance and protection of the Company’s rights in the underlying patents were applied against future royalty obligations of the Company. For the year ended December 31, 2015, John W. Kennedy and Patrick Kennedy received minimum payments under the SOD Royalty Agreement (or prepayments under the Royalty Agreement) of $15,000 and $30,000, respectively, of which John W. Kennedy and Patrick Kennedy earned royalties of $4,976 and $3,317, respectively. For the year ended December 31, 2016, John W. Kennedy and Patrick Kennedy received minimum payments under the SOD Royalty Agreement (or prepayments under the Royalty Agreement) of $0 and $30,000, respectively, of which John W. Kennedy and Patrick Kennedy earned royalties of $1,261 and $841, respectively. For the year ended December 31, 2017, John W. Kennedy and Patrick Kennedy received minimum payments under the SOD Royalty Agreement of $0 and $30,000, respectively, of which John W. Kennedy and Patrick Kennedy earned royalties of $1,972 and $1.315, respectively, under the SOD Royalty Agreement.

● As of December 31, 2015, the Company has paid a total of $124,262 of legal fees related to the approval and issuance of the patent for “Bioavailable Minerals for Plant Health” and legal fees to maintain, protect and litigate the inventor’s rights in the patent for “Mitigation of Plant and Animal Diseases using Bioavailable Minerals”. This patent is held by former director and current Chief Science Officer, Mr. John W. Kennedy and current director, Mr. Patrick Kennedy. The patent is a related patent to be held or licensed by the Company. The Company may utilize this patent in future and reserves the right to negotiate for this patent at a later date.

● On March 10, 2015, the Company entered into a Consulting Agreement with Williams Investment Company and Deworth Williams, a former director of the Company. Under the Consulting Agreement, Williams provided advice and recommendations to the Company with respect to investor relations, public relations and general corporate business development advice for a period of six months beginning on the date of the Agreement. The Company paid $50,000 upon execution of the Agreements with additional payments of $150,000 due in equal installments on June 6, 2015 and August 6, 2015. As of December 31, 2017, and to date $75,000 is still payable.

● In July 2015, Mr. Michael Smith, a Board member, advanced the Company $500,000 under a note payable for working capital purposes. The unsecured note payable bears interest at 8.5% per annum, payable quarterly, and is due in July 2016. In connection with the note payable, the Company issued warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The Company calculated the fair value of the warrants at $416,618 utilizing the Black-Scholes Model with the following assumptions: expected dividends of 0%, volatility of 184.2%, risk free interest rate of 1.66% and expected life of 5 years. The relative fair value of the debt and warrants was recorded resulting in a debt discount of $227,258 upon execution of the agreement. As of December 31, 2015, accretion of the debt discount of $47,345 was recorded in other expenses on the statement of operations. The total amount of principal and interest paid during the year ended December 31, 2015 was $0 and $18,333, respectively. On July 19, 2016, upon approval of the Board, the Company and Mr. Smith agreed to an amendment of this note to extend the maturity date to July 16, 2017, and to provide the principal & accrued interest may be converted, in whole or part, into the Company's common stock at a conversion equal to $1.25 per share. On July 17, 2017, upon approval of the Board, the Company and Mr. Smith agreed to an amendment of this note to extend the maturity date to July 16, 2018.

● On July 16, 2015, Mr. Smith, received a five-year cashless warrant to purchase up to 350,000 shares of common stock (at $3.00 per share) as additional consideration for a loan he made to the Company. On March 1, 2017, the Company and Mr. Smith entered into an amendment of their agreement where Mr. Smith fully exercised his warrant and received 350,000 shares for $525,000 cash payment. As additional consideration for Mr. Smith's entry into the amendment, the Company issued a new Smith warrant for up to 350,000 shares of common stock at $4.50 a share.

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● On ~~February~~March 1913, ~~2016~~2015, ~~Diamond~~the BCompany entered into a new License and Royalty Agreement with Messrs. ~~Capital~~John ~~LLC~~W. Kennedy and Patrick Kennedy in connection with the patent application relating to the Copper/Zinc Superoxide Dismutase (~~"Diamond"~~SOD) ~~received~~Formulation for the Treatment of Traumas Including Amyotrophic Lateral Sclerosis for manufacturing, commercial opportunities and/or supply and/or research for products which may be developed by the Company for fertilizers and for humans and animals such as remediation of radiation of astronauts and other oxidative stress conditions discovered in a ~~five-year~~micro/zero ~~warrant~~gravity environment (“SOD Royalty Agreement”). The SOD Royalty Agreement superseded the Royalty Agreement. The SOD Royalty Agreement has a term of 25 years and the Company has an obligation to ~~purchase~~pay uproyalty fees to ~~400~~Messrs. John W. Kennedy and Patrick Kennedy,~~000~~ ~~shares~~in the amount of ~~common~~(1) ~~stock~~5% atof $2gross sales of commercial product developed and sold (and related products) of which 3% will be paid to John W.00 ~~per~~Kennedy ~~share~~and 2% to Patrick Kennedy, and/or (2) 10% of any license or sub-license of the product or related products, of which 6% will be paid to John W. ~~Alexander~~Kennedy Mand 4% to Patrick Kennedy. ~~Boies,~~The aSOD ~~Board~~Royalty ~~member~~Agreement isalso requires a ~~12%~~minimum ~~ownership~~payment of ~~Diamond~~$2,500 to each individual per month, unearned portions of which may be applied against future royalties earned. OnJohn ~~March~~W. 16Kennedy has waived his minimum payment for the year. In addition, ~~2017~~certain other costs, the Company ~~entered~~made ~~into~~that anwere ~~amendment~~necessary ~~with~~for ~~Diamond~~the Bmaintenance and protection of the Company’s rights in the underlying patents were applied against future royalty obligations of the Company. ~~Capital~~For ~~LLC~~the onyear ~~their~~ended ~~warrant~~December 31, 2015, John W. ~~Diamond~~Kennedy Band Patrick Kennedy received minimum payments under the SOD Royalty Agreement (or prepayments under the Royalty Agreement) of $15,000 and $30,000, respectively, of which John W. ~~Capital~~Kennedy ~~LLC~~and ~~fully~~Patrick ~~exercised~~Kennedy ~~its~~earned ~~warrant~~royalties of $4,976 and $3,317, respectively. For the year ended December 31, 2016, John W. Kennedy and Patrick Kennedy received ~~400~~minimum payments under the SOD Royalty Agreement (or prepayments under the Royalty Agreement) of $0 and $30,000, ~~shares~~respectively, of ~~common~~which ~~stock~~John ~~for~~W. Kennedy and Patrick Kennedy earned royalties of $~~600~~1,261 and $841, respectively. For the year ended December 31, 2017, John W. Kennedy and Patrick Kennedy received minimum payments under the SOD Royalty Agreement of $0 and $30,000, ~~payment~~respectively, of which John W. Kennedy and Patrick Kennedy earned royalties of $1,972 and $1,315, respectively, under the SOD Royalty Agreement. For the year ended December 31, 2018, John W. Kennedy and Patrick Kennedy received $1,653.

●

As of December 31, 2015, the Company has paid a total of $124,262 of legal fees related to the approval and issuance of the patent for “Bioavailable Minerals for Plant Health” and legal fees to maintain, protect and litigate the inventor’s rights in the patent for “Mitigation of Plant and Animal Diseases using Bioavailable Minerals”. This patent is held by former director and Chief Science Officer, Mr. John W. Kennedy and current director, Mr. Patrick Kennedy. The patent is a related patent to be held or licensed by the Company. The Company may utilize this patent in future and reserves the right to negotiate for this patent at a later date.

●

On March 10, 2015, the Company entered into a Consulting Agreement with Williams Investment Company and Deworth Williams, a former director of the Company. Under the Consulting Agreement, Williams provided advice and recommendations to the Company with respect to investor relations, public relations and general corporate business development advice for a period of six months beginning on the date of the Consulting Agreement. The Company paid $50,000 upon execution of the Consulting Agreement with additional payments of $150,000 due in equal installments on June 6, 2015 and August 6, 2015. As of December 31, 2018, $65,000 was still payable. During June 2019, the Company and Williams Investment Company entered into a settlement agreement, pursuant to which among other things, the Company agreed to pay $25,000 upon execution and make four monthly payments of $10,000 to retire the obligation.

●

In July 2015, Mr. Michael T. Smith, a Board member, advanced the Company $500,000 under a note payable for working capital purposes. The unsecured note payable bears interest at 8.5% per annum, is payable quarterly, and was originally due in July 2016. In connection with the note payable, the Company issued warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The Company calculated the fair value of the warrants at $416,618 utilizing the Black-Scholes Model with the following assumptions: expected dividends of 0%, volatility of 184.2%, risk free interest rate of 1.66% and expected life of 5 years. The relative fair value of the debt and warrants was recorded resulting in a debt discount of $227,258 upon execution of the agreement. As of December 31, 2015, accretion of the debt discount of $47,345 was recorded in other expenses on the statement of operations. The total amount of principal and interest paid during the year ended December 31, 2015 was $0 and $18,333, respectively. On July 19, 2016, upon approval of the Board, the Company and Mr. Smith agreed to an amendment of this note to extend the maturity date to July 16, 2017, and to provide the principal and accrued interest may be converted, in whole or part, into the Company's common stock at a conversion equal to $1.25 per share. On July 17, 2017, upon approval of the Board, the Company and Mr. Smith agreed to an amendment of this note to extend the maturity date to July 16, 2018 and then extended again in 2018 to July 2019.

●

On July 16, 2015, Mr. Smith, received a five-year cashless warrant to purchase up to 350,000 shares of common stock (at $3.00 per share) as additional consideration for a loan he made to the Company. On March 1, 2017, the Company and Mr. Smith entered into an amendment of their agreement where Mr. Smith fully exercised his warrant and received 350,000 shares for $525,000 cash payment. As additional consideration for Mr. Smith's entry into the amendment, the Company issued a new warrant for up to 350,000 shares of common stock at $4.50 a share.

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●

On February 19, 2016, Diamond B. Capital LLC (“ Diamond”) received a five-year warrant to purchase up to 400,000 shares of common stock at $2.00 per share. Alexander M. Boies, a Board member is a 12% owner of Diamond. On March 16, 2017, the Company entered into an amendment with Diamond on their warrant pursuant to which the exercise price was decreased to $1.50 per share for that portion of the prior warrant to be exercised on such date. Subsequent to the execution of the prior warrant, Diamond fully exercised its warrant and received 400,000 shares of common stock for $600,000 payment. As additional consideration for Diamond entry into an amendment and exercise of the prior warrant, in March 2017, the Company issued to Diamond a warrant to purchase up to 400,000 shares of the Company's common stock at an exercise price of $4.50 per share. The estimated fair value of this warrant of approximately $463,000 was based on the following assumptions: expected dividends of 0, volatility of 148.4%, risk-free interest rate of 1.89%, and expected life of the warrants of 5 years.

●

In August 2017, the Company issued an unsecured promissory note to its in-house corporate counsel in the principal face amount of $100,000. The promissory note bears interest at a rate of 10.0%, per annum, payable quarterly. The promissory note shall be repaid in full plus all unpaid interest by August 2019. In connection with the note, the Company issued five-year warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

● In September 2017, the Company issued an unsecured promissory note to Michael T. Smith, a member of its Board of Directors in the principal face amount of $500,000. The promissory note bears interest at a rate of 10.0%, per annum, payable quarterly. The promissory note shall be repaid in full plus all unpaid interest by September 2019. In connection with the note, the Company issued five-year warrants to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

● In October 2017, the Company issued an unsecured promissory note to a member of its Board of Directors in the principal face amount of $500,000. The promissory note bears interest at a rate of 10.0% per annum, payable quarterly. The promissory note shall be repaid in full plus all unpaid interest by October 2019. In connection with the note, the Company issued five-year warrants to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

	●	In October 2017, the Company issued to Rio Vista Investments, LLC, a Nevada limited liability company (“Rio Vista”),an unsecured promissory note in the principal face amount of $500,000. The promissory note bears interest at a rate of 10.0% per annum, payable quarterly. The promissory note shall be repaid in full plus all unpaid interest by October 2019. In connection with the note, the Company issued five-year warrants to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share. The relative fair value of the warrants recorded resulted in debt discount of $50,229 upon execution of the promissory note. For the year ended December 31, 2018 and 2017, accretion of the debt discount was $25,115 and $4,472, respectively, included in other expenses on the statements of operations. Alexander M. Boies a beneficiary of certain trusts that own Rio Vista.

	●	In January 2018, the Company issued an unsecured note to its then in-house corporate counsel in the principal face amount of $100,000. The note bore interest at a rate of 10.0%, per annum, payable quarterly. The promissory note was paid during the three month period ended March 31, 2018. In connection with the note, the Company issued five-year warrants to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $3.00 per share. The relative fair value of the warrants recorded resulted in debt discount of $3,831 upon execution of the note. For the year ended December 31, 2018, accretion of the debt discount was $3,831, included in other expenses on the statements of operations.

● On or about January 17, 2018, the Company received $500,000 from an accredited investor, and in exchange the Company issued to the investor (a) an unsecured promissory note dated January 16, 2018, maturing on October 26, 2019, in the principal face amount of $500,000 (the “Second Note”), and (b) a warrant dated January 18, 2018 to purchase up to 50,000 shares of the Company’s common stock of (the “Second Warrant”). AAlexander ~~member~~M. ofBoies ~~the Company’s Board of Directors~~ is a beneficiary of certain trusts that own Rio Vista ~~Investments~~, ~~LLC,~~ the holder of the note and warrant. The notes bears interest at the rate of ten percent (10%) per annum, such interest being payable by the Company to the holders thereof quarterly in cash and shall be repaid in full by the Company, plus all unpaid interest thereon, by their respective maturity dates (the “Maturity Date”). Prepayment of all unpaid principal and interest on the note may be made by the Company prior to the Maturity Date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest under such note, based on the full principal amount. In addition to the foregoing, the Company must repay the Second Note to Rio Vista Investments, LLC within 30 days of the date the Company possesses an amount of cash equal to the outstanding balance of principal and interest due under the Second Note plus an amount reasonably anticipated to be necessary to operate the Company over the succeeding 6 months. The ~~Warrants~~Second ~~are~~Warrant is exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share.

● On or about March 8, 2018, the Company received $200,000 from Mr. Michael T.Smith, a member of our Board of Directors, and in exchange the Company issued to Mr. Smith (a) an unsecured promissory note dated March 8, 2018, and (b) a warrant dated March 9, 2018 to purchase up to 20,000 shares of the Company’s common stock. The note bears interest at the rate of ten percent (10%) per annum, such interest being payable by the Company to the holders thereof quarterly in cash. The note shall be repaid in full by the Company, plus all unpaid interest thereon, by March 7, 2020. Prepayment of all unpaid principal due on the note may be made by the Company prior to note’s maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest due under such note, based on the note’s principal balance as of the origination date. The warrants are exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share. ● On or about March 12, 2018, the Company received $200,000 from Boies Partners, Inc. (“BPI”), an accredited investor, and in exchange the Company issued to BPI (a) an unsecured promissory note dated March 12, 2018, and (b) a warrant dated March 12, 2018 to purchase up to 20,000 shares of the Company’s common stock. Alexander M. Boies, a member of our Board of Directors, has no financial interest in or control over BPI and does not otherwise have any beneficial ownership in any securities owned by BPI, but BPI is owned by a family member of Alexander M. Boies. The note bore interest at the rate of ten percent (10%) per annum, such interest being payable by the Company to the holder thereof quarterly in cash. The note was payable in full by the Company, plus all unpaid interest thereon, by March 11, 2020. Prepayment of all unpaid principal due on the note may have been made by the Company prior to the note’s maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest due under the note, based on the note’s principal balance as of the origination date. The note contained customary provisions for events of default and acceleration of sums due. The warrants are exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share. The relative fair value of the warrant recorded resulted in debt discount of $14,279 upon execution. The Company also incurred $6,000 of lender fees which was recorded as debt discount. For the year ended December 31, 2018 and 2017, accretion of the debt discount was $20,279 and $0, respectively, included in other expenses on the statements of operations. This note further provided that within 30 days of receipt of payment of any amount principal outstanding under the note (the "Conversion Window"), the note holder shall have the right to convert any portion of such payment into the Company’s common stock at the lesser of $3.00 per share or the lowest price per share of any sale by the Company of its common stock occurring between the date of the note and the end of the Conversion Window. This note was repaid during the three months ended June 30, 2018. er ● On May 2, 2018, the Company received $300,001 from Michael T. Smith, an accredited investor and member of our Board of Directors, and in exchange the Company issued (a) an unsecured promissory note dated May 2, 2018, and (b) a warrant dated May 2, 2018 to purchase up to 30,000 shares of the Company’s common stock. The note bears interest at the rate of ten percent (10%) per annum, payable quarterly in cash. The note is payable in full plus all unpaid interest thereon, by May 1, 2020. The note contains a contingent conversion feature that allows the value of the note to be converted at $3 per share or such lower price at which the Company has issued stock subsequent to May 2, 2018, if any part of the principle balance is paid. The intrinsic value of contingent conversion will be determined and recognized when the contingency occurs. Prepayment of all unpaid principal and interest may be made by the Company prior to the maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest, based on the full principal amount. The warrant is exercisable within 5 years of issuance into shares of the Company’s common stock, at $3.00 per share. The relative fair value of the warrant recorded resulted in debt discount of $21,452 upon execution. The Company also incurred $9,000 of lender fees which was recorded as debt discount. ● On June 29, 2018, in connection with its June 2018 Offering, the Company received $1,000,000 from an affiliate of Alexander M. Boies, a member of our Board of Directors, and in exchange the Company issued (a) an unsecured convertible promissory note dated June 29, 2018, and (b) a two-year warrant dated June 29, 2018 to purchase up to 1,000,000 shares of the Company’s common stock. The note bears interest at the rate of ten percent (10%) per annum, payable quarterly in cash. The note is payable in full plus all unpaid interest thereon, by June 28, 2020. The conversion feature allows the holder to convert the debt into common shares at his option at a conversion price of the lower of $3 per share or the Company's current offering price. Prepayment of all unpaid principal and interest may be made by the Company prior to the maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest, based on the full principal amount. The warrant is exercisable within 2 years of issuance into shares of the Company’s common stock, at $1.00 per share. The relative fair value of the warrant recorded resulted in debt discount of $414,416 upon execution. The Company also incurred $30,000 of lender fees which was recorded as debt discount. ● On July 2, 2018, in connection with its June 2018 Offering, the Company received $250,000 from Michael T. Smith, a member of our Board of Directors, and in exchange the Company issued (a) an unsecured convertible promissory note dated July 2, 2018, and (b) a two-year warrant dated July 2, 2018 to purchase up to 250,000 shares of the Company’s common stock. The note bears interest at the rate of ten percent (10%) per annum, payable quarterly in cash. The note is payable in full plus all unpaid interest thereon, by July 1, 2020. The conversion feature allows the holder to convert the debt into common shares at his option at a conversion price of the lower of $3 per share or the Company's current offering price. Prepayment of all unpaid principal and interest may be made by the Company prior to the maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest, based on the full principal amount. The warrant is exercisable within 2 years of issuance into shares of the Company’s common stock, at $1.00 per share. The relative fair value of the warrant recorded resulted in debt discount of $103,613 upon execution. The Company also incurred $7,500 of lender fees which was recorded as debt discount. ● On July 19, 2018, in connection with its June 2018 Offering, the Company received $250,000 from Michael T. Smith, a member of our Board of Directors, and in exchange the Company issued (a) an unsecured convertible promissory note dated July 19, 2018, and (b) a two-year warrant dated July 19, 2018 to purchase up to 250,000 shares of the Company’s common stock. The note bears interest at the rate of ten percent (10%) per annum, payable quarterly in cash. The note is payable in full plus all unpaid interest thereon, by July 18, 2020. The conversion feature allows the holder to convert the debt into common shares at his option at a conversion price of the lower of $3 per share or the Company's current offering price. Prepayment of all unpaid principal and interest may be made by the Company prior to the maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest, based on the full principal amount. The warrant is exercisable within 2 years of issuance into shares of the Company’s common stock, at $1.00 per share. The relative fair value of the warrant recorded resulted in debt discount of $103,609 upon execution. The Company also incurred $7,500 of lender fees. ● On December 21, 2018, the Company received $100,000 from an affiliate of Michael T.Smith, a member of our Board of Directors, and in exchange the Company issued (a) an unsecured convertible promissory note dated December 21, 2018. The note bears interest at the rate of ten percent (10%) per annum, payable quarterly in cash. The note is payable in full plus all unpaid interest thereon, by December 20, 2020. Prepayment of all unpaid principal and interest may be made by the Company prior to the maturity date, provided that the holder thereof shall receive a minimum amount of interest equal to one year of interest, based on the full principal amount.

Director Independence

Our common stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, Harvey Kaye, Patrick Kennedy, and Timothy A. Peach would not be considered independent as they serve currently or have served as the officers of the Company within the past three years. Alexander M. Boies, Soumyo Sarkar, Edward F. Cowle and Michael T. Smith may be considered independent under this standard.

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Policies Regarding Conflicts of Interests and Related Party Transactions

We have not adopted formal policies or procedures for the review or approval of related party transactions or the management of conflicts of interest. However, our Board is in the process of establishing such policies with the intent to have them in place subsequent to the effectiveness of this report.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company's Board of Directors approved formation of an Audit Committee on January 20, 2016 which is comprised of two members of the Board of Directors.

As disclosed in our Form 8-K filed on November 5, 2015, we dismissed Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as our independent accountant on October 26, 2015, and engaged GHP Horwath, P.C. (“GHP”) to serve as our new independent registered public accounting firm. In our Form 8-K filed on January 4, 2017, we advised that we had received notice from our independent registered public accounting firm, GHP, that GHP had chosen not to stand for re-appointment as the Company’s auditor, and effective as of December 30, 2016, the client-auditor relationship between the Company and GHP ceased. The resignation of GHP was not recommended by our Audit Committee nor was the Audit Committee’s approval required. We disclosed in our Form 8-K filed on February 10, 2017, that we engaged Crowe Horwath LLP (“ Crowe”) as our new independent registered public accounting firm effective February 8, 2017. Crowe audited our financial statements for the fiscal year ended December 31, 2016, and conducted reviews of the Company’s unaudited quarterly financial statements on an ongoing basis beginning with the financial statements for the quarter ended March 31, 2017. The engagement of Crowe ~~Horwath LLP~~ was approved by our Audit Committee.

~~The~~As ~~following~~disclosed ~~table~~in ~~sets~~our ~~forth~~Form ~~the~~8-K ~~aggregate~~filed ~~fees~~on ~~billed~~August to20, us2018, byeffective ~~GHP~~August ~~for~~4, a2018, ~~portion~~Crowe resigned as our independent accountant upon completion of their audit of our financial statements for the fiscal year ended December 31, ~~2015~~2017. Crowe’s resignation was not recommended by our Audit Committee nor was the Audit Committee’s approval required. Effective August 20, as2018, ~~well~~the Company engaged Salberg & Company, P.A. (“Salberg”) as ~~GHP~~our ~~for~~new aindependent ~~portion~~registered ofpublic accounting firm for the fiscal year ended December 31, ~~2016~~2018. ~~and~~Salberg ~~Crowe~~conducted ~~fees~~reviews toof bethe ~~billed~~Company’s inunaudited ~~connection~~quarterly ~~with~~financial ~~the~~statements ~~audit~~beginning ofwith ~~our~~the financial statements for the ~~year~~quarter ended ~~December~~March 31, ~~2016~~2018. The engagement of Salberg was approved by our Audit Committee.

	Crowe		Crowe		GHP
	2017		2016		2016
Audit Fees	$	256,000	$	75,000	$	43,000
Audit Related Fees				-		8,000
Tax Fees		6,000		-		-
Other Fees				-		-
Totals	$	262,000	$	75,000	$	51,000

The following table sets forth the aggregate fees billed to us by Crowe in connection with our financial statements for 2017 and 2018 and by Salberg in connection with our financial statements for 2018.

	Salberg		Crowe		Crowe
	2018		2018		2017
Audit Fees	$	74,000	$	12,000	$	256,000
Audit Related Fees		-		-		6,000
Tax Fees		-		24,500		24,500
Other Fees		-		-		-
Totals	$	74,000	$	36,500	$	262,000

Audit fees represent amounts billed for professional services rendered or expected to be rendered for the audit of our annual financial statements.

Audit- related fees represent professional services rendered or expected to be rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. Our Audit Committee is of the opinion that the Audit~~-Related~~ ~~Fees~~related fees charged by ~~Sadler Gibb, GHP~~ Salberg and Crowe were consistent with each independent accountant maintaining its independence from us.

Tax fees represent professional services rendered or expected to be rendered by the accounting firm for tax compliance.

All other fees represent fees billed for products and services provided by the accounting firm and subcontractors, other than the services reported for the other three categories.

The Audit Committee of the Company approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the "de minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

4344

Table of Contents

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements.

	Page Number
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Other Comprehensive Loss	F-5
Consolidated Statements of Operations	F-5
Consolidated Statements of Stockholders’ Deficit	F-6
Consolidated Statements of Changes in Stockholders’ Deficit	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

(b) Exhibits.

Exhibit
Number		Description
3.1		Certificate of Incorporation, Amendments to Articles of Incorporation and Articles of Merger+
3.2		Second Amended and Restated By-Laws of the Company (previously filed with the Company’s Form 8-K filed October 5, 2015)
4.1		Form of Certificate of Common Stock+
4.2		Form of Cashless Warrant+
4.3		Form of Warrant issued to Mr. Michael Smith (previously filed with the Company’s Form 8-K filed July 23, 2015)
4.4		Form of Warrant utilized in our private offering ending in March 2016 (previously filed with the Company’s Form 8-K filed November 20, 2015)
10.1		Form of Securities Purchase Agreement utilized in our offering ending in February 2015+
10.2		Offer Letter to Glenn A. Stinebaugh dated September 23, 2014+
10.3		Lease Agreement between the Company and MRK Acquisition, Inc. dated April 12, 2013+
10.4		Patent Acquisition Agreement between the Company and JW Kennedy dated December 3, 2012+
10.5		BAM-FX Royalty Agreement between the Company and JW Kennedy and P. Kennedy dated December 11, 2013+
10.6		SOD Royalty Agreement between the Company and JW. Kennedy dated March 12, 2015++
10.7		Assignment of BAM Patent to Company by JW Kennedy dated July 30, 2013+
10.8		Consulting Agreement between the Company and Williams Investment Company, Inc. dated March 10, 2015++
10.9		At-Will Employment Agreement, dated March 12, 2015, between the Company and Timothy A. Peach (previously filed with the Company’s Form 8-K filed March 13, 2015)
10.10		Promissory Note between the Company and Mr. Michael Smith (previously filed with the Company’s Form 8-K filed July 23, 2015)
10.11		Form of Subscription Agreement utilized in our private offering ending in March 2016 (previously filed with the Company’s Form 8-K filed November 20, 2015)
10.12		Form of Piggyback Registration Rights Agreement utilized in our private offering ending in March 2016 (previously filed with the Company’s Form 8-K filed November 20, 2015)
10.13		Reimbursable Space Act Agreement, dated January 11, 2016, between the Company and The National Aeronautics and Space Administration Ames Research Center (previously filed with the Company’s Form 8-K filed January 15, 2016)
10.14		SOD Assignment dated November 11, 2015 (previously filed with the Company's Form 10-K filed March 20, 2016)
10.15		Lease agreement for manufacturing facility by and between BAM Inc. and Palm City Interiors, Inc., dated August 11, 2014 (previously filed with the Company's Form 10-K filed March 20, 2016)
16.1		Letter dated November 3, 2015 from Sadler, Gibb & Associates, LLC (previously filed with the Company’s Form 8-K filed November 5, 2015)
21.1		Subsidiary List*
31.1		Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2		Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act*
32.1		Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act*
32.2		Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act*
99.1		Audit Committee’s Charter (previously filed with the Company's Form 10-K filed March 20, 2016)
99.2		Compensation Committee’s Charter (previously filed with the Company's Form 10-K filed March 20, 2016)
101.1NS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

101.1NS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

+Previously filed with the Company’s Registration Statement on Form 10, filed with the SEC on December 29, 2014.

++ Previously filed with the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2015.

* Filed herewith.

44ITEM 16. FORM 10-K SUMMARY

None.

Table of Contents

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

Date: August 13, 2018	ZERO GRAVITY SOLUTIONS, INC.
Date: October 16, 2019	ZERO GRAVITY SOLUTIONS, INC.
	By:	/s/ Timothy A. Peach
		Timothy A. Peach Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on ~~August~~October 1316, ~~2018~~2019.

Signatures: Title: /s/ Harvey Kaye Director, Chairman of the Board Harvey Kaye /s/ Alexander M. Boies Director Alexander M. Boies /s/ Patrick Kennedy Director Patrick Kennedy /s/ Soumyo Sarkar Director Soumyo Sarkar /s/ Michael T. Smith Director Michael T. Smith /s/ Edward F. Cowle Director Edward F. Cowle /s/ Timothy A. Peach Director, Chief Executive Officer, Chief Financial Officer (Principal Financial Officer) Timothy A. Peach

4546

Table of Contents

ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

CONTENTS

PAGES	F-2 - F-3	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING ~~FIRM~~FIRMS.
PAGES	F-3	CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2017 AND 2016.
PAGE	F-4	CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2018 AND 2017.
PAGE	F-45	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017.
PAGE	F-56	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017.
PAGES	F-6	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016.
PAGE	F-7	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017.
PAGES	F-78 - F-2128	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of:

Zero Gravity Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Zero Gravity Solutions, Inc. and Subsidiaries (the “Company”) as of December 31, ~~2017 and 2016~~2018, the related consolidated statements of operations, changes in stockholders'’ deficit, and cash flows, for the ~~years~~year ~~then~~ ended December 31, 2018, and the related notes (collectively referred to as the "“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2017 and 2016~~2018, and the consolidated results of its operations and its cash flows for the ~~years~~year ~~then~~ ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory Paragraph –~~ Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has ~~incurred~~a ~~recurring~~net ~~losses~~loss ~~from~~and ~~operations,~~cash ~~negative~~used ~~cash~~in ~~flows~~operations ~~from~~of ~~operating~~$5,440,396 ~~activities~~and $4,144,697, respectively, in 2018 and has a working capital deficit, stockholders’ deficit and accumulated deficit of $2,691,116, $5,096,153 and $29,420,616, respectively, at December 31, 2018. These ~~factors~~matters raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. Management'’s ~~plans~~Plan in regard to these matters ~~are~~is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~ audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of ~~its~~ internal control over financial reporting ~~in accordance with the standards of the PCAOB~~. As part of our ~~audits~~ audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion ~~in accordance with the standards of the PCAOB~~.

Our ~~audits~~ audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit provides ~~provide~~ a reasonable basis for our opinion.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2018.

Boca Raton, Florida

October 16, 2019

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

Table of Contents

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of Zero Gravity Solutions, Inc. and Subsidiaries

Boca Raton, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Zero Gravity Solutions, Inc. and Subsidiaries (the “Company”) as of December 31, 2017, the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Crowe LLP

We ~~have~~ served as the Company’s auditor ~~since~~from February 8, 2017 to August 14, 2018.

Fort Lauderdale, Florida

August 13, 2018

F-23

Table of Contents

~~PART~~ZERO IGRAVITY SOLUTIONS, INC. ~~FINANCIAL~~AND ~~INFORMATION~~SUBSIDIARIES

~~Item 1.~~ Consolidated ~~Financial~~Balance ~~Statements~~Sheets

ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

	December 31, 2018			December 31, 2017

ASSETS

CURRENT ASSETS

Cash	$	43,683		$	13,862
Accounts receivable, net		342			1,393
Prepaid expenses		314,645			216,139
Inventory		103,142			68,643

Total current assets		461,812			300,037

Property and equipment - net		85,523			104,590

OTHER ASSETS

Deposit		4,817			4,617
Intellectual property, net		-			11,458
Advance on future royalties - related parties, net		-			319,441
Total other assets		4,817			335,516

TOTAL ASSETS	$	552,152		$	740,143

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and other payables	$	544,659		$	696,195
Accounts payable, related party		127,480			77,597
Accrued interest		21,262			-
Accrued interest, related party		100,919			34,750
Deferred revenue		250,000			-
Deferred compensation, related party		12,500			12,500
Insurance financing liability		223,482			204,419
Notes payable, related party, net of discount of $41,379		1,058,621			-
Convertible Notes payable, net of discount of $127,053		8,947			-
Convertible Notes payable - related party		500,000			500,000
Notes Payable, net of discount of $8,892 and $0		191,108			-
Embedded conversion option liability		114,000			-
Total current liabilities		3,152,978			1,525,461

LONG TERM LIABILITIES
Notes payable, net of discount of $3,737 and $18,218		96,263			181,782
Notes payable, related parties, net of discount of $56,380 and $97,796		943,621			1,002,204
Convertible Notes Payable net of discount of $193,202 and $0		356,794			-
Convertible Notes payable related parties net of discount of $501,351 and $0		1,098,649			-
Total long-term liabilities		2,495,327			1,183,986
Total Liabilities		5,648,305			2,709,447

Commitments (note 4)

STOCKHOLDERS' DEFICIT

Common stock; 100,000,000 shares authorized, at $0.001 par value, 40,954,115 and 40,650,397 shares issued and outstanding, respectively		40,954			40,650
Additional paid-in capital		24,283,509			21,970,266
Accumulated deficit		(29,420,616	)		(23,980,220	)

Total stockholders' deficit		(5,096,153	)		(1,969,304	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	552,152		$	740,143

~~Consolidated~~See ~~Balance~~accompanying ~~Sheets~~notes to consolidated financial statements.

	December 31, 2017			December 31, 2016
ASSETS
CURRENT ASSETS
Cash	$	13,862		$	232,394
Accounts receivable		1,393			121,747
Prepaid expenses		216,139			254,269
Other current assets		-			28,140
Inventory		68,643			33,401
Total current assets		300,037			669,951
Property and equipment - net		104,590			119,057
OTHER ASSETS
Deposit		4,617			3,617
Intellectual property		11,458			5,500
Advance on future royalties - related parties		319,441			277,038
Total other assets		335,516			286,155
TOTAL ASSETS	$	740,143		$	1,075,163
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and other payables	$	696,195		$	480,853
Accounts payable, related party		112,347			75,000
Deferred compensation, related party		12,500			12,500
Note payable - related party		500,000			500,000
Note payable		204,419			195,355
Total liabilities (all current)		1,525,461			1,263,708
LONG TERM LIABILITIES
Note payable, net of discount of $18,218 and $0		181,782			-
Notes payable, related parties, net of discount of $97,796 and $0		1,002,204			-
Total long-term liabilities		1,183,986			-
Commitments (Note 4)
STOCKHOLDERS' DEFICIT
Common stock; 100,000,000 shares authorized, at $0.001 par value, 40,650,397 and 38,973,264 shares issued and outstanding, respectively		40,650			38,973
Additional paid-in capital		21,970,266			16,126,129
Accumulated deficit		(23,980,220	)		(16,353,647	)
Total stockholders' deficit		(1,969,304	)		(188,545	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	740,143		$	1,075,163

F-4

~~See~~Table ~~accompanying~~of ~~notes to consolidated financial statements.~~Contents

~~F-3~~ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

~~Table~~Consolidated Statements of ~~Contents~~Operations

ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

	Year Ended December 31,
	2018			2017
REVENUE
Sale of goods	$	45,263		$	65,733
Total revenue		45,263			65,733
COST OF REVENUE
Cost of goods sold		38,442			10,276
Royalty expense		1,654			2,102
Total cost of revenue		40,096			12,378
GROSS PROFIT		5,167			53,355

OPERATING EXPENSES
General and administrative		4,562,912			7,402,271
Research and development		151,846			179,351
Total operating expenses		4,714,758			7,581,622
LOSS FROM OPERATIONS		(4,709,591	)		(7,528,267	)
OTHER INCOME (EXPENSE)
Other income (expense)		(1,540	)		(387	)
Change in fair value of derivative		11,000			-
Interest expense		(379,608	)		(82,451	)
Accretion of debt discount		(360,657	)		(15,468	)
Total other income (expense)		(730,805	)		(98,306	)
NET LOSS	$	(5,440,396	)	$	(7,626,573	)

NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.13	)	$	(0.19	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		40,874,059			40,110,298

~~Consolidated~~See ~~Statements~~accompanying ofnotes ~~Operations~~to consolidated financial statements.

	Year Ended December 31,
	2017			2016
REVENUE
Sale of goods	$	65,733		$	218,166
Total revenue		65,733			218,166
COST OF REVENUE
Cost of goods sold		10,276			40,882
Royalty expense		2,102			10,685
Total cost of revenue		12,378			51,567
GROSS PROFIT		53,355			166,599
OPERATING EXPENSES
General and administrative		7,402,271			6,495,350
Research and development		179,351			464,570
Total operating expenses		7,581,622			6,959,920
LOSS FROM OPERATIONS		(7,528,267	)		(6,793,321	)
OTHER INCOME (EXPENSE)
Other income (expense)		(387	)		2,576
Interest expense		(82,451	)		(49,068	)
Accretion of debt discount		(15,468	)		(122,631	)
Total other income (expense)		(98,306	)		(169,123	)
NET LOSS	$	(7,626,573	)	$	(6,962,444	)
NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.19	)	$	(0.18	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		40,110,298			38,573,651

F-5

~~See~~Table ~~accompanying~~of ~~notes to consolidated financial statements.~~Contents

~~F-4~~ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

~~Table~~Consolidated Statements of ~~Contents~~Changes in Stockholders' Deficit

~~ZERO~~For ~~GRAVITY~~the ~~SOLUTIONS~~years ended December 31, ~~INC.~~2018 ~~AND~~and ~~SUBSIDIARIES~~2017

Consolidated Statements of Stockholders' Deficit


					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			(Deficit)


Balance, December 31, 2016		38,973,264	$	38,973	$	16,126,129	$	(16,353,647	)	$	(188,545	)

Common stock issued for cash, net of offering costs of $169,472		787,133		787		2,191,140		-			2,191,927

Exercise of warrants, net of offering costs of $33,750		790,000		790		1,150,460		-			1,151,250

Common stock issued for services		100,000		100		299,900		-			300,000

Warrants issued for services		-		-		1,019,855		-			1,019,855

Costs of exercise of warrants		-		-		926,885		-			926,885

Warrants issued for loan costs		-		-		131,482		-			131,482

Stock options issued for services		-		-		124,415		-			124,415

Net loss for the year ended December 31, 2017		-		-		-		(7,626,573	)		(7,626,573	)

Balance December 31, 2017		40,650,397	$	40,650	$	21,970,266	$	(23,980,220	)	$	(1,969,304	)

Common stock issued for cash, net of offering costs of $25,680		303,718		304		885,170		-			885,474

Warrants issued for services		-		-		338,657		-			338,657

Warrants issued for loan costs		-		-		943,139		-			943,139

Stock options issued for services		-		-		146,277		-			146,277

Net loss for the year ended December 31, 2018		-		-		-		(5,440,396	)		(5,440,396	)

Balance December 31, 2018		40,954,115	$	40,954	$	24,283,509	$	(29,420,616	)	$	(5,096,153	)

~~For~~See ~~the~~accompanying ~~years~~notes ~~ended~~to consolidated ~~December~~financial ~~31, 2017 and 2016~~statements.

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity(Deficit)
Balance, December 31, 2015		37,357,597	$	37,358	$	12,129,502	$	(9,391,203	)	$	2,775,657
Common stock and warrants issued for cash, net of cash offering costs of $204,700		1,595,667		1,595		2,176,206		-			2,177,801
Common stock issued for services		20,000		20		24,980		-			25,000
Warrants issued for services		-		-		11,899		-			11,899
Stock options issued for services		-		-		1,783,542		-			1,783,542
Net loss for the year ended December 31, 2016		-		-		-		(6,962,444	)		(6,962,444	)
Balance, December 31, 2016		38,973,264	$	38,973	$	16,126,129	$	(16,353,647	)		(188,545	)
Common stock issued for cash, net of offering costs of $169,472		787,133		787		2,191,140		-			2,191,927
Exercise of warrants, net of offering costs of $33,750		790,000		790		1,150,460		-			1,151,250
Common stock issued for services		100,000		100		299,900		-			300,000
Warrants issued for services		-		-		1,019,855		-			1,019,855
Costs of exercise of warrants		-		-		926,885		-			926,885
Warrants issued for loan costs		-		-		131,482		-			131,482
Stock options issued for services		-		-		124,415		-			124,415
Net loss for the year ended December 31, 2017		-		-		-		(7,626,573	)		(7,626,573	)
Balance December 31, 2017		40,650,397	$	40,650	$	21,970,266	$	(23,980,220	)	$	(1,969,304	)

F-6

~~See~~Table ~~accompanying~~of ~~notes to consolidated financial statements.~~Contents

~~F-5~~ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

~~Table~~Consolidated Statements of ~~Contents~~Cash Flows

ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

	Year Ended
	December 31,
	2018			2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(5,440,396	)	$	(7,626,573	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		25,045			24,890
Amortization expense		1,248			1,018
Bad debt expense		4,060			-
Common stock issued for services		-			300,000
Warrants issued for services		338,657			1,019,855
Stock options expense		146,277			124,415
Loss on disposal of assets		1,540			-
Change in fair value of derivative		(11,000	)		-
Impairment expense		213,418			-
Loss on advance on future royalties – related parties		114,580			-
Amortization of debt discounts		360,657			15,468
Warrant modification expense		-			926,885
Changes in operating assets and liabilities:
Accounts receivable		(3,009	)		120,354
Other current assets		-			66,270
Prepaid expenses		(98,506	)		-
Advance on future royalties - related parties		1,653			(42,403	)
Inventory		(34,499	)		(35,242	)
Deposit		(200	)		(1,000	)
Accounts payable and other payables		(250,559	)		212,842
Accounts payable, related party		148,302			17,347
Accrued interest		22,143			2,500
Accrued interest-related party		65,892			20,000
Deferred revenue		250,000			-

Net cash used in operating activities		(4,144,697	)		(4,853,374	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to acquire intellectual property		-			(6,976	)
Cash paid to purchase equipment		(7,518	)		(10,423	)

Net cash used in investing activities		(7,518	)		(17,399	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable		323,482			404,419
Payments of notes payable		(204,421	)		(195,355	)
Repayments on notes payable – related party		(300,000	)		-
Proceeds from exercise of warrants - related party		-			1,185,000
Payment of offering costs – related party		(108,500	)		(33,750	)
Proceeds on notes payable convertible		686,000			-
Proceeds from notes payable - related party		2,900,001			1,100,000
Proceeds from sale of common stock		911,154			2,361,399
Payment of offering costs		(25,680	)		(169,472	)

Net cash provided by financing activities		4,182,036			4,652,241

NET INCREASE (DECREASE) IN CASH		29,821			(218,532	)

CASH AT BEGINNING OF YEAR		13,862			232,394

CASH AT END OF YEAR	$	43,683		$	13,862

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	379,608		$	82,451
Tax	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Warrants issued as debt discount	$	943,139		$	131,482
Warrants issued as direct offering costs	$	5,771		$	178,217

~~Consolidated~~See ~~Statements~~accompanying ofnotes ~~Cash~~to consolidated ~~Flows~~financial statements.

	Year Ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,626,573	)	$	(6,962,444	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation expense		24,890			18,095
Amortization expense		1,018			-
Common stock issued for services		300,000			25,000
Warrants issued for services		1,019,855			11,899
Stock options issued for services		124,415			1,783,542
Amortization of debt issuance costs		15,468			122,631
Cost of exercise of warrants		926,885			-
Changes in operating assets and liabilities:
Accounts receivable		120,354			(76,871	)
Other current assets		66,270			(83,992	)
Prepaid expenses		-			97,330
Advance on future royalties - related parties		(42,403	)		(83,756	)
Inventory		(35,242	)		(11,467	)
Deposit		(1,000	)		2,917
Accounts payable and other payables		215,342			413,908
Accounts payable, related party		37,347			(15,000	)
Net cash used in operating activities		(4,853,374	)		(4,758,208	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to acquire intellectual property		(6,976	)		(5,500	)
Cash paid to purchase equipment		(10,423	)		(85,416	)
Net cash used in investing activities		(17,399	)		(90,916	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		404,419			195,355
Payments of notes payable		(195,355	)		(142,756	)
Proceeds from exercise of warrants - related party		1,185,000			-
Payment of offering costs – related party		(33,750	)		-
Proceeds from notes payable - related party		1,100,000			-
Proceeds from sale of common stock		2,361,399			2,382,501
Payment of offering costs		(169,472	)		(204,700	)
Net cash provided by financing activities		4,652,241			2,230,400
NET DECREASE IN CASH		(218,532	)		(2,618,724	)
CASH AT BEGINNING OF PERIOD		232,394			2,851,118
CASH AT END OF PERIOD	$	13,862		$	232,394
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	82,451		$	3,420
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Warrants issued with debt – related party	$	131,482		$	227,258
Warrants issued as direct offering costs	$	178,217		$	110,794

F-7

~~See~~Table ~~accompanying~~of ~~notes to consolidated financial statements.~~Contents

~~F-6~~ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

~~Table~~Notes ofto Consolidated ~~Contents~~Financial Statements

~~ZERO~~YEARS ~~GRAVITY~~ENDED ~~SOLUTIONS~~DECEMBER 31, ~~INC.~~2018 AND ~~SUBSIDIARIES~~2017

~~Notes~~NOTE ~~to Consolidated~~1 ~~Financial~~– ~~Statements~~ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~YEARS~~Nature ~~ENDED~~of ~~DECEMBER 31, 2017 AND 2016~~operations

~~NOTE~~Zero 1Gravity –Solutions, ~~ORGANIZATION~~Inc. ~~AND~~(the ~~SUMMARY~~“Company”) OFis ~~SIGNIFICANT~~a ~~ACCOUNTING~~biotechnology ~~POLICIES~~company focused on commercializing technology derived from and designed for spaceflight with significant applications on Earth. These technologies are focused on improving world agriculture by providing valuable solutions to challenges facing humanity including threats to world agriculture and the ability to feed the world’s rapidly growing population.

~~Nature~~The Company owns proprietary technology for its initial commercial product, BAM-FX® that can boost the nutritional value and enhance the immune system of ~~operations~~food crops without the use of Genetic Modification. The Company’s focus is the commercialization of BAM-FX® in both domestic and international markets. The Company’s headquarters are located in Boca Raton, Florida.

~~Zero~~The ~~Gravity Solutions, Inc. (the “~~Company”) isoperates athrough ~~biotechnology~~two ~~company~~wholly ~~focused~~owned onsubsidiaries: ~~commercializing~~BAM ~~technology derived from~~ and ~~designed~~ZGLS, ~~for~~both ~~spaceflight~~Florida ~~with~~corporations ~~significant~~formed ~~applications on Earth. These technologies are focused on improving world agriculture~~ by ~~providing valuable solutions to challenges facing humanity including threats to world agriculture and~~ the ~~ability~~Company toin ~~feed the world’s rapidly growing population~~2014.

~~The~~In ~~Company owns proprietary technology for its initial commercial product~~2018, ~~BAM-FX™ that can boost~~ the ~~nutritional~~Company ~~value~~created ~~and~~a ~~enhance~~third ~~the~~subsidiary ~~immune~~SASI, ~~system~~which ofbegan ~~food~~operations ~~crops~~in ~~without the use of Genetic Modification~~2019. The Company’s ~~focus~~owns is98% ~~the commercialization~~ of ~~BAM-FX™ in~~this ~~both domestic and international markets~~subsidiary. ~~The Company’s headquarters are located in Boca Raton Florida.~~

~~The~~Going ~~Company~~Concern ~~operates through two wholly owned subsidiaries: BAM Agricultural Solutions, Inc.~~ and ~~Zero~~Management’s ~~Gravity Life Sciences, Inc., both Florida corporations formed by the Company in 2014.~~Plans

~~Going~~These ~~Concern~~consolidated financial statements are prepared on a going concern basis which contemplates the realization of assets and ~~Management’s~~settlements ~~Plans~~ of liabilities and commitments in the normal course of business.

The Company has a working capital deficiency as of December 31, ~~2017~~2018, and a ~~loss~~net ~~from operations~~ loss and negative cash flows from operating activities for the year then ended. At December 31, ~~2017~~2018, the Company had an approximate cash balance of $1444,000, a working capital deficiency of approximately $(12,~~225~~691,000), a ~~loss~~net ~~from operations~~ loss of approximately $(75,~~528~~440,000), and negative cash flows from operating activities of approximately $(4,~~853~~145,000) for the year then ended. To date, the Company has relied on equity financing and has entered into related and non-related party promissory notes to fund its operations. The Company has also issued stock-based compensation in exchange for services. Although the Company intends to raise additional capital, the Company expects to continue to incur losses from operations and have negative cash flows from operating activities for the near-term and these losses could be significant as product development, regulatory, contract research, and technical marketing personnel related expenses are incurred. Management has evaluated its ability to continue as a going concern for the next twelve months from the issuance of these December 31, ~~2017~~2018 consolidated financial statements, and has determined that there is substantial doubt as to its ability to continue as a going concern. The Company has satisfied its obligations using cash from successful capital raising efforts through December 31, ~~2017~~2018, however there are no assurances that such successful efforts will continue for up to a year after these financial statements are issued. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company has executed product distribution agreements with domestic and international commercial agricultural distributors and generated initial product orders. Additional technical and marketing ~~effort~~efforts must be devoted to those distributors to insure the product is properly utilized and validated by end users. To fund these capital needs, the Company has and continues to raise capital through a private placement offering in connection with its investment banker and through its internal efforts, as well as ~~raising funds~~ through issuances of debt. Subsequent to December 31, ~~2017~~2018, the Company has raised approximately $53,~~311~~824,000 (Note 8). If the Company does not obtain additional capital, the Company would potentially be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs and expense levels.

Management’s strategic plans include the following:

● Continuing to advance commercialization of the Company’s principal product, BAM-FX™® in both domestic and international markets;

● Pursuing additional capital raising opportunities;

● Continuing to explore and execute prospective partnering or distribution opportunities; and

● Identifying unique market opportunities that represent potential positive cash flow.

~~Basis~~Use of ~~Presentation~~Estimates

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include ~~the~~allowance for doubtful accounts and other receivables, inventory reserves and classifications, amortization period and recoverability of intangible assets, valuation of ~~equity~~beneficial conversion features in convertible debt, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation and the valuation allowance on deferred tax assets. Actual results could differ from those estimates.

F-78

Table of Contents

ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

YEARS ENDED DECEMBER 31, ~~2017~~ 2018 AND ~~2016~~2017

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, ~~2017~~2018 and ~~2016~~2017.

Segment Reporting

The Company views its operations and manages its business as one reportable segment. As a result the consolidated financial statements presented within, relate to our principal operating segment. Customers in the United States account for ~~100~~81.0% of our revenues, while 19.0% was derived from customers in South America. We do not have any property or equipment outside of the United States.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ~~Zero Gravity Solutions, Inc.~~ ZGSI and its wholly-owned subsidiaries. The company own 98% of SASI which began operations in 2019. All significant intercompany balances and transactions have been eliminated in consolidation.

Inventory

Inventory is valued on a lower of first in, first out (FIFO) cost or and net realizable value. At December 31, inventory consisted of:

	2017		2016
	December 31,		December 31,
Raw materials	$	23,562	$	9,081
	2018		2017
Consignment		-		19,238
Raw materials	$	17,610	$	23,562
Finished product		4585,~~081~~532		545,~~082~~081
Total Inventory	$	68103,~~643~~142	$	3368,~~401~~643

~~Property~~During ~~and~~the ~~Equipment~~year ended December 31, 2018 the Company recorded an impairment of inventory of $32,084. This was included in Costs of Sales.

Property and ~~equipment is stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred.~~Equipment

~~Depreciation is computed on a straight-line basis over estimated useful lives.~~ Property and equipment is ~~reviewed~~stated ~~for~~at ~~impairment~~cost, ~~whenever~~less ~~events~~accumulated ~~or changes in circumstances indicate that the carrying amount of an asset may not be recoverable~~depreciation. ~~There~~Expenditures ~~were~~for nomaintenance ~~impairment~~and ~~charges~~repairs ~~taken~~are ~~during~~charged ~~the~~to ~~years~~expense ~~ended~~as ~~December 31, 2017 and 2016~~incurred.

~~Concentration~~Depreciation is computed on a straight-line basis over estimated useful lives of ~~Credit~~three ~~Risk~~(3) to ten (10) years. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges taken during the years ended December 31, 2018 and 2017.

InImpairment ~~January 2016, the Company transferred a portion~~ of ~~the~~Long ~~cash~~Lived balance to another major national financial institution and as a result, the Company believes that its credit risk exposure is limited. The Company has never suffered a loss due to such excess balances.Assets

~~Fair~~The ~~Value~~Company accounts for long-lived assets in accordance with the provisions of ~~Financial~~ASC ~~Instruments~~360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” This guidance requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

~~The~~Intellectual Company accounts for financial instruments under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:Property

~~Level~~The 1Company —reviewed its ~~quoted~~intellectual ~~prices~~property ~~(unadjusted) in active markets~~ for ~~identical~~impairment ~~assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets~~ and ~~liabilities~~determined ~~in markets~~ that ~~are~~it had ~~not~~no ~~active,~~recoverable ~~and model-derived prices whose inputs are observable or whose significant~~ value. ~~drivers~~$10,210 ~~are~~was ~~observable;~~recorded ~~and~~as ~~Level~~impairment 3cost —in ~~assets and liabilities whose significant value drivers are unobservable~~2018.

~~F-8~~Concentration of Credit Risk

~~Table~~The Company believes that its credit risk exposure is limited. The Company has never suffered a loss due to funds in excess of ~~Contents~~FDIC limits and had no funds held in excess of FDIC limits at December 31, 2018.

~~ZERO~~Fair ~~GRAVITY~~Value ~~SOLUTIONS,~~of ~~INC.~~Financial ~~AND SUBSIDIARIES~~Instruments

~~Notes~~The ~~to Consolidated~~Company accounts for financial instruments under Financial ~~Statements~~Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

~~YEARS~~Level ~~ENDED~~1 ~~DECEMBER~~— 31quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, ~~2017 AND~~quoted ~~2016~~prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. F-9

AsTable ~~the Company's common stock is not traded in an active market, the Company estimates the fair value~~ of its common stock (used in its Black Scholes option pricing model) pursuant to ASC 820. This estimation process maximizes the use of observable inputs, including the quoted price of the Company's common stock in an inactive market, the price of the Company's common stock determined in connection with transactions in the Company's common stock, and an income approach to valuation (a discounted cash flow technique that considers the future cash flows) (Note 2).Contents

~~The~~ZERO ~~carrying~~GRAVITY ~~amounts~~SOLUTIONS, ~~of the Company’s accounts receivable and accounts payable approximate fair value due to the relatively short period to maturity for these instruments~~INC. ~~The~~AND ~~carrying value of the Company’s notes payable approximates fair value due to their short period to maturity and their stated interest rates, combined with historic interest rate levels.~~ SUBSIDIARIES

~~Revenue~~Notes ~~recognition~~to Consolidated ~~and~~Financial ~~accounts receivable:~~Statements

WeYEARS ~~recognize~~ENDED ~~revenues~~DECEMBER ~~from the sale of agricultural biotechnology products to distributors pursuant to the provisions of ASC 605~~31, ~~“Revenue~~2018 ~~Recognition”.~~AND 2017

~~Revenues~~Observable ~~for~~inputs ~~agricultural~~are ~~chemical~~based ~~products~~on ~~are~~market ~~recognized~~data ~~when~~obtained ~~title~~from toindependent sources, while unobservable inputs are based on the ~~products~~Company’s ismarket ~~transferred~~assumptions. Unobservable Weinputs ~~recognize~~require ~~revenue~~significant onmanagement ~~products~~judgment weor ~~sell~~estimation. In tosome ~~distributors when~~cases, ~~according~~the inputs used to ~~the~~measure ~~terms~~an asset or liability may fall into different levels of the ~~distribution~~fair ~~agreements,~~value ~~delivery~~hierarchy. In ~~has~~those ~~occurred~~instances, ~~performance~~the fair value measurement is ~~complete,~~required noto ~~right~~be ofclassified ~~return~~using ~~exists~~the ~~unless~~lowest ~~required~~level byof ~~law,~~input ~~pricing~~that is ~~fixed~~significant orto ~~determinable,~~the ~~and~~fair ~~collection~~value ofmeasurement. Such ~~sales~~determination ~~proceeds~~requires ~~are~~significant ~~reasonably~~management ~~assured~~judgment.

~~Amounts~~As ~~billed~~the toCompany's ~~customers~~common ~~for~~stock ~~shipping~~is ~~and~~not ~~handling~~traded ~~fees~~in ~~are~~an ~~included~~active market, the Company estimates the fair value of its common stock (used in ~~net~~its ~~sales,~~Black ~~and~~Scholes ~~costs~~option ~~incurred~~pricing bymodel) ~~the~~pursuant ~~company~~to ~~for~~ASC 820. This estimation process maximizes the ~~delivery~~use of ~~goods~~observable ~~are~~inputs, ~~classified~~including asthe ~~cost~~quoted price of ~~goods~~the ~~sold~~Company's common stock in ~~our~~an ~~Statements~~inactive market, the price of ~~Operations~~the Company's common stock determined in connection with transactions in the Company's common stock, and an income approach to valuation (a discounted cash flow technique that considers the future cash flows).

The ~~Company~~carrying ~~determined~~amounts ~~that~~of ~~no reserve~~the ~~for~~Company’s ~~estimated~~accounts ~~product~~receivable ~~returns~~ and ~~allowances~~accounts ~~was~~payable ~~necessary~~approximate ~~during~~fair ~~fiscal~~value ~~2017~~due ~~and~~to ~~2016.~~the ~~Determination~~relatively ofshort ~~the~~period ~~reserve~~to maturity for ~~estimated~~these ~~product~~instruments. ~~returns~~The ~~and~~carrying ~~allowances~~value isof ~~based~~the ~~on management'~~Company’s ~~analyses~~notes ~~and~~payable ~~judgments~~approximates ~~regarding~~fair ~~certain~~value ~~conditions.~~due ~~Should~~to ~~future~~their short ~~changes~~period into ~~conditions~~maturity ~~prove management's conclusions~~ and ~~judgments~~their stated oninterest ~~previous analyses to be incorrect~~rates, ~~revenue~~combined ~~recognized~~with ~~for~~historic ~~any~~interest ~~reporting~~rate ~~period could be materially affected~~levels.

~~F-9~~Accounting For Derivatives

~~Table~~The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of ~~Contents~~those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

~~ZERO GRAVITY SOLUTIONS, INC. AND SUBSIDIARIES~~Advertising

~~Notes~~The Company conducts advertising for the promotion of its products and services. In accordance with ASC 720-35, “Advertising Costs,” advertising costs are charged to ~~Consolidated~~ ~~Financial~~operations ~~Statements~~when incurred. Such amounts aggregated $65,717 in 2018 and $16,034 in 2017.

~~YEARS~~Legal ~~ENDED DECEMBER 31, 2017 AND 2016~~Expenses

AtAll ~~December~~legal ~~31,~~costs ~~2017,~~are ~~three~~charged ~~customers~~to ~~accounted~~expense ~~for~~as ~~100% of total accounts receivable~~incurred. ~~Each of these three customers represented 46.5%, 34.9% and 18.6% respectively. During the year ended December 31, 2017, one customers accounted for 22.8% of net sales.~~

AtConvertible ~~December~~Notes ~~31,~~With ~~2016,~~Fixed ~~five~~Rate ~~customers~~Conversion accounted for 99.4% of accounts receivable. Each of these five customers represented 40.3%, 24.1%, 13.0%, 11.7%, and 10.3%, respectively. During the year ended December 31, 2016, three customers accounted for 65% of net sales, representing 28%, 23.7%, and 13.3%, respectively.Options

The Company ~~extends~~may ~~credit~~enter into toconvertible ~~customers~~notes, ~~generally~~some ~~without~~of ~~requiring~~which ~~collateral.~~may ~~The~~contain ~~Company~~fixed ~~monitors~~rate ~~its~~conversion ~~exposure~~features, ~~for~~whereby ~~credit~~the ~~losses~~outstanding principal and ~~maintains~~accrued ~~allowances~~interest ~~for~~may ~~anticipated~~be ~~losses.~~converted, ~~The~~by ~~Company~~the ~~records~~holder, aninto ~~allowance~~common ~~for~~shares ~~doubtful~~at ~~accounts~~a ~~when~~fixed itdiscount isto ~~probable that~~ the ~~accounts~~price ~~receivable~~of ~~balance will~~the ~~not~~common bestock ~~collected.~~at ~~When~~the ~~estimating~~time ~~the~~of ~~allowance,~~conversion. ~~the~~The Company ~~takes~~measures ~~into~~the ~~consideration~~fair ~~such~~value ~~factors~~of asthe ~~its~~notes ~~day-to-day~~at ~~knowledge of~~ the ~~financial~~time ~~position~~ of ~~specific clients~~issuance, ~~and~~which is the ~~industry~~result ~~and~~of ~~size~~the ofshare ~~its~~price ~~clients.~~discount ~~The~~at ~~allowance~~the ~~for~~time ~~doubtful~~of ~~accounts~~conversion asand ofrecords ~~December~~the ~~31,~~premium ~~2017~~to ~~and~~interest ~~2016~~expense ~~was~~on ~~$32,663 and~~the ~~$83,697,~~note ~~respectively~~issuance date.

~~Warrants~~Debt Issue Cost

~~The~~Debt ~~Company~~issuance ~~recognizes~~cost ~~the~~paid ~~cost~~to oflenders, ~~warrants~~or ~~issued~~third ~~with~~parties ~~debt~~are recorded as debt ~~issuance~~discounts ~~costs in the financial statements~~ and isamortized ~~measured~~over ~~based on~~ the ~~grant~~life ~~date fair value~~ of the ~~award.~~underlying ~~The~~debt ~~Company estimates the fair value of each warrant at the grant date by using the Black-Scholes option pricing model~~instrument.

~~Stock~~Revenue Recognition ~~based compensation~~and Accounts Receivable:

~~The~~Effective ~~Company~~January ~~recognizes~~1, ~~the~~2018 ~~cost~~(date of ~~employee~~adoption), ~~services~~we ~~received~~recognize inrevenues ~~exchange~~from ~~for~~the ansale ~~award~~ of ~~equity~~agricultural ~~instruments~~biotechnology inproducts ~~the~~to ~~financial~~distributors ~~statements~~ and iscustomers ~~measured~~pursuant ~~based on the grant date fair value of the award. Stock based compensation expense is recognized over the period during which an employee is required~~ to ~~provide service in exchange for~~ the ~~award~~provisions ~~(generally the vesting period). The Company estimates the fair value~~ of ~~each~~ASC ~~stock~~606, ~~award~~“Revenue atFrom ~~the~~Contracts ~~grant~~With ~~date by using the Black-Scholes option pricing model~~Customers”.

~~F-10~~We recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The core principle of this Topic is that an entity recognizes 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 and services. Revenue is recognized in accordance with the core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.

~~Table~~Revenues for agricultural chemical products are recognized when title to the products is transferred which may be upon shipment to the customer or receipt by the customer of ~~Contents~~the product. This satisfies the performance obligation on which we earn the transaction price. There was no cumulative effect of adopting ASC 606. Amounts billed to customers for shipping and handling fees are included in net sales, and costs incurred by the company for the delivery of invoiced goods are classified as cost of goods sold in our Statements of Operations.

~~ZERO~~The ~~GRAVITY~~Company ~~SOLUTIONS~~determined that no reserve for estimated product returns and allowances was necessary during the years ended December 31, ~~INC~~2018 and 2017. ~~AND~~Determination ~~SUBSIDIARIES~~of the reserve for estimated product returns and allowances is based on management's analyses and judgments regarding certain conditions. Should future changes in conditions prove management's conclusions and judgments on previous analyses to be incorrect, revenue recognized for any reporting period could be materially affected.

~~Notes to Consolidated Financial Statements~~F-10

~~YEARS~~Table ~~ENDED~~of ~~DECEMBER 31, 2017 AND 2016~~Contents

~~Costs~~ZERO ~~equal~~GRAVITY ~~to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest~~SOLUTIONS, ~~or in the period of grant for awards that vest immediately and have no future service condition~~INC. ~~The~~ ~~expense~~AND ~~resulting from employee and share-based payments is recorded in general and administrative expense in 2017 and 2016.~~SUBSIDIARIES

~~The~~Notes ~~Company also grants share-based compensation awards~~ to ~~non-employees for service provided to the Company. The Company~~ ~~measures~~Consolidated ~~and~~Financial ~~recognizes the fair value of such transactions based on the fair value of consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.~~Statements

~~Loss~~YEARS ~~per~~ENDED ~~Share~~DECEMBER 31, 2018 AND 2017

~~Loss~~At ~~per~~December ~~share~~31, is2018, ~~calculated~~two bycustomers ~~dividing~~accounted ~~the~~for ~~Company’s~~100% ~~net loss by the weighted average number~~ of ~~common~~total ~~shares~~accounts ~~outstanding during the period~~receivable. ~~Diluted~~Each ~~earnings loss per share is calculated by dividing the Company’s net income (loss) by the diluted weighted average number~~ of ~~shares~~these ~~outstanding~~customers ~~during~~represented ~~the year~~78.1%, ~~The~~and ~~diluted~~21.9% ~~weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity~~respectively. ~~The~~During ~~effect of~~ the ~~inclusion~~year ofended ~~the~~December ~~dilutive~~31, ~~shares would have resulted in a decrease in loss per share. Accordingly~~2018, ~~the~~two ~~weighted~~customers ~~average~~accounted ~~shares outstanding have not been adjusted~~ for ~~dilutive shares~~68.6% ~~Outstanding warrants are not considered in the calculation as the impact~~ of ~~the~~net ~~potential~~sales ~~common~~49.4% ~~shares (totaling 10,713,175, shares~~ and ~~9,764,733~~19.2% ~~shares for the years ended December 31, 2017 and 2016,~~ respectively~~), would be to decrease net loss per share~~.

~~Research~~At December 31, 2017, three customers accounted for 100% of total accounts receivable. Each of these three customers represented 46.5%, 34.9% and ~~Development~~18.6% respectively. During the year ended December 31, 2017, one customer accounted for 22.8% of net sales.

~~Research~~The Company extends credit to customers generally without requiring collateral. The Company monitors its exposure for credit losses and ~~development~~maintains ~~costs~~allowances ~~are~~for ~~charged~~anticipated losses. The Company records an allowance for doubtful accounts when it is probable that the accounts receivable balance will not be collected. When estimating the allowance, the Company takes into consideration such factors as its day-to-day ~~expenses~~knowledge of the financial position of specific clients, and the industry and size of its clients. The allowance for doubtful accounts as ~~incurred~~of December 31, 2018 and 2017 was $0 and $32,663, respectively.

~~Warranty~~Cost ~~Expense~~of sales

~~The~~Cost ~~Company's distribution agreements provide for a warranty on products sold. As~~ of sales ~~under such distribution agreements have been nominal through 2017 and 2016, there has been no warranty expense in 2017 or 2016. A provision for estimated future warranty costs~~ is ~~to be recorded as cost~~ comprised of ~~sales~~material ~~when products are shipped~~costs, ~~and~~invoiced ~~warranty~~shipping costs ~~are to be based on historical trends in warranty charges as a percentage of gross product shipments. A resulting accrual is to be reviewed regularly,~~ and ~~periodically~~royalty ~~adjusted to reflect changes in warranty cost estimates~~expense.

~~Income Taxes~~Warrants

The Company ~~accounts~~recognizes ~~for income taxes under~~ the ~~asset~~cost ~~and~~of ~~liability~~warrants ~~method,~~issued inwith ~~which~~debt ~~deferred~~as ~~tax~~debt ~~assets~~discounts ~~and~~in ~~liabilities are recognized for~~ the ~~future~~consolidated ~~tax~~financial ~~consequences~~statements, ~~attributable~~which tois ~~differences~~recorded ~~between~~as the ~~financial~~warrants ~~statement~~relative ~~carrying~~fair ~~amounts~~value, ofwhich ~~existing~~is ~~assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are~~ measured ~~using~~based ~~enacted~~on ~~tax~~the ~~rates~~grant ~~expected~~date tofair ~~apply~~value toof ~~taxable income in~~ the ~~years in which those temporary differences are expected to be recovered or settled~~award. The ~~effect~~Company onestimates ~~deferred~~the ~~tax~~fair ~~assets~~value ~~and liabilities~~ of aeach ~~change~~warrant at ~~in tax rates is recognized in operations in~~ the ~~period~~grant ~~that includes the enactment~~ date. Aby ~~valuation~~using ~~allowance is required to~~ the ~~extent~~Black-Scholes ~~any~~option ~~deferred~~pricing ~~tax assets may not be realizable~~model.

~~The~~Stock ~~Company~~based does not have an accrual for uncertain tax positions as of December 31, 2017 and 2016. The Company files corporate income tax returns with the Internal Revenue Service and the States where the Company determines it is required to do so. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 31, 2017, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2017 or 2016.compensation

FThe Company recognizes the cost of employee services received in exchange for an award of equity instruments in the consolidated financial statements which is measured based on the grant date fair value of the award. Stock based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock award at the grant date by using the Black-11Scholes option pricing model.

~~Table of Contents~~F-11

~~ZERO~~Table ~~GRAVITY~~of ~~SOLUTIONS, INC. AND SUBSIDIARIES~~Contents

~~Notes~~ZERO ~~to Consolidated~~GRAVITY ~~Financial~~SOLUTIONS, ~~Statements~~INC. AND SUBSIDIARIES

~~YEARS~~Notes ~~ENDED~~to Consolidated ~~DECEMBER~~Financial ~~31, 2017 AND 2016~~Statements

~~Recently~~YEARS ~~Issued~~ENDED ~~Accounting~~DECEMBER ~~Pronouncements~~31, 2018 AND 2017

InCosts ~~May~~equal ~~2014,~~to ~~the~~these ~~Financial~~fair ~~Accounting~~values ~~Standards~~are ~~Board~~recognized ~~(“FASB”)~~ratably ~~issued~~over ~~ASC 606, “Revenue from Contracts with Customers” which has been further clarified and amended. The core principle of~~ the ~~new~~requisite ~~standard~~service isperiod ~~for~~based ~~companies~~on ~~to recognize revenue to depict~~ the ~~transfer~~number of ~~goods~~awards ~~or services to customers in amounts~~ that ~~reflect~~are ~~the~~expected ~~consideration~~to ~~(that is~~vest, ~~payment) to which the company expects to be entitled in exchange for those goods~~ or ~~services. The new standard also will result~~ in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. Entities have the ~~option to apply the new guidance under a retrospective approach to each prior reporting~~ period ~~presented or a modified retrospective approach with the cumulative effect~~ of ~~initially~~grant ~~applying the new guidance recognized at the date of initial application within the Statement of Financial Position. The standard is effective~~ for ~~fiscal~~awards ~~years,~~that ~~and~~vest ~~interim~~immediately ~~periods within those years, beginning after Dec. 15, 2017. The Company has finalized its assessment of ASC 606~~ and ~~determined~~have ~~there will be~~ no ~~material~~future ~~effect~~service ~~on our financial position and results of operations~~condition. The ~~timing~~expense ~~and~~resulting ~~amount~~from ofemployee ~~revenue~~and ~~recognized~~ share-based onpayments ~~the new standard~~ is ~~consistent~~recorded ~~with~~in ~~the~~general ~~revenue~~and ~~recognition~~administrative ~~policy~~expense ~~under~~in ~~previous guidance, however, certain additional financial statement disclosures will be required beginning with~~ 2018 ~~reporting,~~and ~~including additional disaggregated view of revenue~~2017. ~~We have adopted the new standard effective January 1, 2018, using the modified retrospective transition method~~

InThe ~~July~~Company ~~2015,~~also ~~the~~grants ~~FASB issued ASU No. 2015~~share-~~11,~~based ~~Simplifying~~compensation awards ~~the~~to ~~Measurement of Inventory. ASU 2015~~non-11employees ~~requires~~for ~~that~~service ~~inventory~~provided ~~within~~to the ~~scope~~Company. ofThe ~~the~~Company measures ~~guidance~~and berecognizes ~~measured at~~ the ~~lower~~fair ~~of cost and net realizable~~ value. ~~Inventory~~of ~~measured~~such ~~using~~transactions ~~last-in,~~based ~~first-out~~on ~~(LIFO) and retail inventory method (RIM) are excluded from this new guidance. This ASU replaces~~ the ~~concept~~fair value of ~~market~~consideration ~~with~~received or the ~~single~~fair ~~measurement of net realizable~~ value and is intended to create efficiencies for preparers and more closely align U.S. GAAP with IFRS. This ASU is effective for public business entities in fiscal years and interim periods within those years, beginning after December 15, 2016. The implementation of ~~this standard did not have a material impact on~~ the ~~Company’s~~equity ~~consolidated~~instruments ~~financial~~issued, ~~statements.~~whichever ~~The~~is ~~Company's~~more ~~disclosures~~reliably ~~reflect the adoption of this new standard~~measurable.

InLoss ~~November~~per 2015, the FASB issued ASU. No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU No. 2015-17 simplifies the presentation of deferred taxes on the balance sheet by requiring classification of all deferred tax items as noncurrent including valuation allowances by jurisdiction. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2016, and interim periods within those annual reporting periods. The Company adopted this standard in the first quarter of 2017. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements. Share

InLoss ~~March~~per ~~2016,~~share ~~the~~is ~~FASB~~calculated ~~issued~~by ~~ASU~~dividing ~~No.~~the ~~2016-02,~~Company’s ~~Leases.~~net ~~The~~loss ~~main~~by ~~difference~~the ~~between~~weighted ~~the~~average ~~provisions~~number of ~~ASU~~common ~~No.~~shares ~~2016-02~~outstanding ~~and~~during ~~previous~~the Uperiod.S. ~~GAAP~~Diluted isearnings ~~the~~loss ~~recognition~~per ofshare ~~right-of-use~~is ~~assets~~calculated ~~and lease liabilities~~ by ~~lessees~~dividing ~~for~~the ~~those~~Company’s ~~leases~~net ~~classified~~income as(loss) ~~operating~~by ~~leases under previous U.S. GAAP. ASU No. 2016- 02 retains a distinction between finance leases and operating leases, and~~ the ~~recognition,~~diluted ~~measurement,~~weighted ~~and~~average ~~presentation~~number of ~~expenses~~shares ~~and~~outstanding ~~cash~~during ~~flows~~the ~~arising~~year. ~~from~~The adiluted ~~lease~~weighted byaverage anumber ~~lessee~~of ~~have~~shares ~~not~~outstanding ~~significantly~~is ~~changed~~the ~~from~~basic ~~previous~~weighted ~~U.S.~~number ~~GAAP.~~of ~~For~~shares ~~leases~~adjusted ~~with~~for aany ~~term~~potentially ofdilutive 12debt ~~months~~ or ~~less,~~equity ainstruments. ~~lessee~~The iseffect ~~permitted to make an accounting policy election by class~~ of ~~underlying~~the ~~asset~~inclusion ~~not to recognize right-~~of~~-use~~ ~~assets~~the ~~and~~dilutive ~~lease~~shares ~~liabilities.~~would ~~The~~have ~~accounting~~resulted ~~applied~~in by a ~~lessor~~decrease isin ~~largely~~loss ~~unchanged~~per ~~from that applied under previous U~~share.S. ~~GAAP. In transition~~Accordingly, ~~lessees and lessors are required to recognize and measure leases at~~ the ~~beginning~~weighted ofaverage ~~the~~shares ~~earliest~~outstanding ~~period~~have ~~presented~~not ~~using~~been aadjusted ~~modified~~for ~~retrospective~~dilutive ~~approach~~shares. ~~This~~Outstanding ~~ASU~~warrants, isstock ~~effective~~options ~~for public business entities in fiscal years,~~ and ~~interim~~convertible ~~periods~~debt ~~within~~are ~~those~~not ~~fiscal~~considered ~~years,~~in ~~beginning~~the ~~after~~calculation ~~December 15, 2018. Early adoption is permitted~~ as of the ~~beginning~~impact of ~~any~~the ~~interim~~potential orcommon ~~annual~~shares ~~reporting~~(totaling ~~period.~~16,952,975 ~~The~~shares ~~Company~~and ~~has~~10,713,175 ~~not~~shares ~~finalized~~for the ~~analysis~~years ~~to determined~~ended ~~the~~December ~~effect~~31, of2018 ~~the~~and ~~standard~~2017, ~~but~~respectively), ~~believes~~would ~~that~~be itto ~~will~~decrease net ~~not~~loss ~~have~~per ~~a material impact on the statement of operations~~share.

InResearch March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment transactions. Under ASU 2016-09, excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement. ASU 2016-09 also provides entities with the option to elect an accounting policy to continue to estimate forfeitures of stock-based awards over the service period (current GAAP) or account for forfeitures when they occur. Under ASU 2016-09, previously unrecognized excess tax benefits should be recognized using a modified retrospective transition. In addition, amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement, as well as changes in the computation of weighted-average diluted shares outstanding, should be applied prospectively. ASU 2016-09 is effective beginning in the first quarter of 2017. The Company adopted ASU 2016-09, and elected to account for the forfeiture of awards as they occur, during the first quarter of 2017, with no material impact.Development

InResearch ~~May~~and ~~2017,~~development ~~the~~costs ~~FASB~~are ~~issued~~charged ~~ASU~~to ~~2017-09 Compensation~~expenses -as ~~Stock~~incurred ~~Compensation~~and ~~(Topic~~were ~~718): Scope of Modification Accounting~~$151, ~~which~~846 ~~provides guidance on determining which changes to the terms~~ and ~~conditions~~$179,351 ~~of share-based payment awards require an entity to apply modifications. ASU 2017-09 is effective~~ for ~~all~~the ~~entities~~years ~~for~~ended ~~annual~~December ~~periods~~31, ~~including~~2018 ~~interim~~and ~~periods within those annual periods, beginning after December 15,~~ 2017. ~~Early adoption is permitted, including adoption in any interim period, for: - Public business entities for reporting periods for which financial statements have not yet been issued~~respectively. ~~- All other entities for reporting periods for which financial statements have not yet been made available for issuance.~~

InWarranty June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This guidance is applicable to the Company’s fiscal year beginning January 1, 2019. The Company is currently evaluating the potential effects of this guidance on its consolidated financial statements.Expense

~~F-12~~The Company's distribution agreements provide for a warranty on products sold. As sales under such distribution agreements have been nominal through 2018 and 2017, there has been no warranty expense in 2018 or 2017. A provision for estimated future warranty costs is to be recorded as cost of sales when products are shipped, and warranty costs are to be based on historical trends in warranty charges as a percentage of gross product shipments. A resulting accrual is to be reviewed regularly, and periodically adjusted to reflect changes in warranty cost estimates.

~~Table~~Income ~~of Contents~~Taxes

~~ZERO~~The ~~GRAVITY~~Company ~~SOLUTIONS~~accounts for income taxes under the asset and liability method, ~~INC~~in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. ~~AND~~Deferred ~~SUBSIDIARIES~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable.

~~Notes~~The Company does not have an accrual for uncertain tax positions as of December 31, 2018 and 2017. The Company files corporate income tax returns with the Internal Revenue Service and the states where the Company determines it is required to ~~Consolidated~~ ~~Financial~~do ~~Statements~~so. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 31, 2018, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2018 or 2017. As of December 31, 2018 tax years 2015-2018 remain open for IRS audit.

~~YEARS ENDED DECEMBER 31, 2017 AND 2016~~Investments

~~NOTE~~We 2have an equity investment –in ~~PROPERTY~~a privately ~~AND~~held ~~EQUIPMENT~~entity. We account for investments either under the equity method or cost method of accounting depending on our ownership interest and the level of our influence in each joint venture. Investments accounted for under the equity method are recorded based upon the amount of our investment and adjusted each period for our share of the investee's income or loss. Cost method investments are recorded at cost less any impairments. All investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where our investment may not be recoverable. All investments were carried at a zero value as of December 31, 2018 (See Note 4).

	December 31, 2017			December 31, 2016
Computer equipment	$	15,332		$	15,332
Equipment and furniture		133,940			123,517
Leasehold improvements		7,593			7,593
		156,865			146,442
Accumulated Depreciation		(52,275	)		(27,385	)
Property and Equipment - Net	$	104,590		$	119,057

Reclassifications

~~Depreciation~~Certain ~~expense~~amounts ~~for~~totaling ~~the~~$34,750 ~~years~~in ~~ended~~the December 31, 2017 ~~and~~balance ~~2016~~sheet ~~was~~have ~~$24~~been reclassified from accounts payable,~~890~~ ~~and~~related ~~$18~~party to accrued interest,~~095~~ related party to conform to the December 31, ~~respectively~~2018 presentation. This reclassification had no effect on current liabilities in either period presented.

~~NOTE 3 – RELATED PARTY TRANSACTIONS~~F-12

~~Notes Payable~~Table of Contents

InZERO ~~July~~GRAVITY ~~2015~~SOLUTIONS, ~~a Director advanced the Company $500,000 under a note payable for working capital purposes~~INC. ~~The~~AND unsecured note payable bears interest at 8.5% per annum, is payable quarterly, and was originally due in July 2016. In connection with the note, the Company issued warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $3 per share. The Company calculated the fair value of the warrants at $416,618 utilizing the Black-Scholes Model with the following assumptions: expected dividends of 0%, volatility of 184.2%, risk free interest rate of 1.66% and expected life of 5 years. The relative fair value of the debt and warrants was recorded resulting in a debt discount of $227,258 upon execution of the agreement. For the year ended December 31, 2016, accretion of the debt discount was $122,631. The accretion of debt discount is presented in other expenses on the statements of operations. In July 2016, the maturity date of the note was extended to July 2017, and a conversion feature was added. The conversion feature allows the holder to convert the debt into common shares at his option at a conversion price of $1.25 per share (400,000 shares). The addition of the conversion feature represented a substantial modification to the debt instrument but the modification was determined to not be material. During 2016, $43,882 was recorded as interest expense and $10,625 was included in payables at December 31, 2016. During 2017, the maturity date of the note was extended to July 2018. During 2017, $42,736 was recorded as interest expense and $10,861 was included in payables at December 31, 2017. This note is reflected in the current liabilities section of the consolidated balance sheets.SUBSIDIARIES

InNotes ~~August 2017, the Company issued an unsecured promissory note~~ to its in-house corporate council in the principal face amount of $100,000. The promissory note bears interest at a rate of 10.0%, per annum, payable quarterly. The promissory note is payable in full plus all unpaid interest by August 2019. In connection with the note, the Company issued five-year warrants to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $3.00 ~~per~~Consolidated ~~share.~~Financial The relative fair value of the debt and warrants was recorded resulting in debt discount of $10,435 upon execution of the promissory note. For the year ended December 31, 2017, accretion of the debt discount was $1,844. The accretion of debt discount is presented in other expenses on the statements of operations.Statements

~~F-13~~YEARS ENDED DECEMBER 31, 2018 AND 2017

~~Table~~Recently ofIssued ~~Contents~~Accounting Pronouncements

~~ZERO~~In ~~GRAVITY~~March ~~SOLUTIONS~~2016, ~~INC~~the FASB issued ASU No. ~~AND~~2016-02, ~~SUBSIDIARIES~~Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016- 02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. The implementation did not have a material impact on the consolidated financial statements.

~~Notes~~In toJune ~~Consolidated~~2018, the Financial ~~Statements~~Accounting Standards Board (“FASB”) issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” ASU No 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance also specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This guidance is applicable to the Company’s fiscal year beginning January 1, 2019. The implementation did not have a material effect on its consolidated financial statements.

~~YEARS~~NOTE ~~ENDED~~2 – ~~DECEMBER~~PROPERTY ~~31, 2017~~ AND ~~2016~~EQUIPMENT

In September 2017, the Company issued an unsecured promissory note to a member of its Board of Directors in the principal face amount of $500,000. The promissory note bears interest at a rate of 10.0%, per annum, payable quarterly. The promissory note is payable in full plus all unpaid interest by September 2019. In connection with the note, the Company issued five-year warrants to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share. The relative fair value of the debt and warrants was recorded resulting in a debt discount of $52,166 upon execution of the promissory note. For the year ended December 31, 2017, accretion of the debt discount was $8,718. The accretion of debt discount is presented in other expenses on the statements of operations.

	December 31, 2018		December 31, 2017
Computer equipment	$	13,032	$	15,332
Equipment and furniture		138,764		133,940
Leasehold improvements		7,593		7,593
		159,389		156,865
Accumulated Depreciation		(73,866

Filing Compare · Zero Gravity Solutions, Inc.