You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and related
notes appearing in this Quarterly Report. Some of the information contained in
this discussion and analysis or set forth elsewhere in this Quarterly Report,
including information with respect to our plans and strategy for our business,
includes forward-looking statements that involve risks and uncertainties. As a
result of many factors, our actual results could differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis. Forward-looking statements represent our
management's beliefs and assumptions only as of the date of this Quarterly
Report. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made,
except as required by applicable law.



The management's discussion and analysis of our financial condition and results
of operations are based upon our unaudited financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP").



Overview



The Company owns and operates a portfolio of companies with a concentration in
the industrial and recreational diving industry. The Company, through its
subsidiaries, designs, tests, manufactures, and distributes recreational hookah
diving, yacht-based scuba air compressors and nitrox generation systems and
scuba and water safety products in the United States and internationally.



The Company has five subsidiaries focused on various sub-sectors:





  ? Brownie's Third Lung - Surface Supplied Air ("SSA")
  ? BLU3, Inc. - Ultra-Portable Tankless Dive Systems
  ? LW Americas - High Pressure Gas Systems
  ? Submersible Systems, Inc. - Redundant Air Tank Systems
  ? Live Blue, Inc. - Guided Tours and Retail



Our wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility in Pompano Beach, Florida, a manufacturing facility in Huntington Beach, California, and a retail facility in Lauderdale-By-The-Sea, Florida.





The Company, through its wholly owned subsidiaries, designs, tests, and
manufactures tankless dive systems, rescue air systems and yacht-based
self-contained underwater breathing apparatus ("SCUBA") air compressor and
nitrox generation fill systems and acts as the exclusive distributor for North
and South America for Lenhardt & Wagner GmbH ("L&W") compressors in the
high-pressure breathing air and industrial gas markets. The Company is also
building a guided tour operation that also include dive retail. Lastly, The
Company is the exclusive United States and Caribbean distributor for Chrysalis
Trading CC, a South African manufacturer of fitness and dive equipment, doing
business as Bright Weights ("Bright Weights"), of a dive ballast system produced
in South Africa.



28






Impact of COVID-19 Pandemic



The Company has previously been affected by temporary manufacturing closures and
employment and compensation adjustments. The market continues to suffer from the
impacts of the pandemic via supply chain shortages and freight delays. The
continued freight delays have and will likely continue to result in additional
expenses to expedite delivery of critical parts. Additionally, increased demand
for personal electronics has created a shortfall of microchip supply which are
used in our battery powered products, and it is yet unknown how we may be
impacted.



We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.





Results of Operations


Net Revenues, Costs of Net Revenues and Gross Profit

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021


Net revenues increased 80.2% for the three months ended September 30, 2022 as
compared to the three months ended September 30, 2021 as a result of a 187.2%
increase in revenue for BLU3, Inc. from the continued expansion of its customer
base as well as the addition of NOMAD to its product line, an increase in LWA's
revenues of 193.9% as a result of the addition of a new distributor in Mexico
during the three months ended September 30, 2022 and the addition of revenue
from both SSI and LBI. SSI was acquired in September, 2021, therefore SSI
revenue for the three months ended September 30, 2021 reflected only a partial
month of revenue activity. For the three months ended September 30, 2022, cost
of net revenues was 65.9% as compared with the cost of revenues of 75.9% for the
three months ended September 30, 2021. Included in cost of net revenues are
royalty expenses paid to Robert Carmichael which increased 17.8% for the three
months ended September 30, 2022 as compared to the three months ended September
30, 2021. Gross profit margin was 34.1% for the three months ended September 30,
2022 as compared to gross profit margin of 24.1% for the three months ended
September 30, 2021. The improvement in gross margin, is directly attributable to
improvement in BLU3's margin from a negative 6.2% margin for the three months
ended September 30, 2021 to a 40.0% margin for the three months ended September
30, 2022.


Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021





Net revenues increased 70.2% for the nine months ended September 30, 2022 as
compared to the nine months ended September 30, 2021. This increase is a result
of a 120.8% increase in revenue for BLU3, Inc. from the continued expansion of
its customer base as well as the addition of NOMAD to its product line, an
increase in LWA's revenues of 88.2% as a result of the expansion of its customer
base with the addition of a new distributor in Mexico during the nine months
ended September 20, 2022 and the addition of SSI and LBI revenue. SSI was
acquired in September, 2021 therefore SSI revenue for the three months ended
September 30, 2021 reflected only a partial month of revenue activity. These
revenue increases were offset by a decrease of 5.3% in revenue for BTL. For the
nine months ended September 30, 2022, cost of net revenues was 65.3% as compared
with the cost of revenues of 69.6% for the nine months ended September 30, 2021.
Included in cost of net revenues are royalty expenses paid to a third party
which increased 86.7% for the nine months ended September 30, 2022 as compared
to the nine months ended September 30, 2021. Gross profit margin was 34.7% for
the nine months ended September 30, 2022 as compared to gross profit margin of
30.4% for the nine months ended September 30, 2021. The improvement in gross
margin, of 4.3% of revenue is a result of a 14.3% margin increase in the BLU3
product line.


The following tables provides net revenues, total costs of net revenues and gross profit margins for our segments for the periods presented.





Net Revenues



                                           Three Months Ended                            Nine Months Ended
                                              September 30,             % of               September 30,             % of
                                          2022            2021         Change          2022            2021         Change
                                               (unaudited)                                  (unaudited)
Legacy SSA Products                    $   913,785     $   976,904

(6.5 )% $ 2,291,916 $ 2,419,920 (5.3 )% High Pressure Gas Systems

                  350,839         119,392       193.9 %        897,849         477,085        88.2 %
Ultra-Portable Tankless Dive Systems       980,169         341,287       187.2 %      2,659,027       1,204,265       120.8 %
Redundant Air Tank Systems                 471,051         121,131       288.9 %      1,192,986         121,131       884.9 %
Guided Tour Retail                          92,960               -       100.0 %        143,233               -       100.0 %
Total net revenues                     $ 2,808,804     $ 1,558,714        80.2 %    $ 7,185,011     $ 4,222,401        70.2 %




29





Cost of revenues as a percentage of net revenues





                                             Three Months             Nine Months Ended
                                         Ended September 30,            September 30,
                                          2022           2021         2022           2021
                                             (unaudited)                 (unaudited)
Legacy SSA Products                          63.3 %        66.0 %        69.8 %       69.5 %
High Pressure Gas Systems                    72.6 %        70.8 %        61.9 %       58.5 %
Ultra-Portable Tankless Dive Systems         60.0 %       106.2 %        59.2 %       73.5 %
Redundant Air Tank Systems                   68.4 %        76.0 %        70.2 %       76.0 %
Guided Tour Rental                          117.3 %           -          86.0 %          -




Gross profit (loss) margins



                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
                                          2022           2021         2022           2021
                                             (unaudited)                 (unaudited)
Legacy SSA Products                          36.7 %       34.0 %         30.2 %       30.5 %
High Pressure Gas Systems                    27.4 %       29.2 %         38.1 %       41.5 %
Ultra-Portable Tankless Dive Systems         40.0 %       (6.2 )%        40.8 %       26.5 %
Redundant Air Tank Systems                   31.6 %       24.0 %         29.8 %       24.0 %
Guided Tour Rental                          (17.3 )%         -           14.0 %          -




SSA Products



Net revenues decreased 5.3% for the nine months ended September 30, 2022 as
compared to the nine months ended September 30, 2021. The decrease can be
primarily attributed to a 12.3% decrease in the dealer segment for the nine
months ended September 30, 2022 as compared to the same period in 2021. The
decrease in dealer orders can be attributed to the 22.1% net revenue decrease
during the three months ended September 30, 2022 as compared the same period in
2021 as a result of, we believe, many dealers increasing purchases during the
first quarter of 2022 for the summer season and holding with restocking orders
due to trepidation regarding the economy. Affiliate sales, while the smallest
segment of revenue increased 348.7% for the three months ending September 30,
2022 as compared to the three months ended September 30 30, 2021 and increased
56.0% for the nine months ended September 30, 2022 compared to the nine month
ended September 30, 2021. Direct to consumer sales increased 5.1% for the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021 as direct consumer demand continues to shift to online sales.



The costs of revenues as a percentage of net revenues in this segment increased slightly from 69.5% to 69.8% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 due to a decrease in margins in the direct to consumer and dealer segments.





A breakdown of the revenue channels for this segment are below. Direct to
Consumer represents items sold via our website, trade shows and walk-ins to our
factory store. Dealer revenue represents sales to customers under dealer
agreements which typically have lower margins. Affiliates are resellers of our
products with which we do not have formal dealer arrangements.



                                   Net Revenue                           Cost of Sales as a % of Net Revenue                     Margin
                                                                        Three Months                               Three Months
                 Three Months        Three Months                          Ended               Three Months           Ended           Three Months
                Ended September     Ended September                      September            Ended September       September        Ended September
                   30, 2022            30, 2021          % change         30, 2022               30, 2021            30, 2022           30, 2021
Dealers         $       514,566     $       660,180          (22.1 )%           70.3 %                    70.4 %           29.7 %                29.6 %
Direct to
Consumer
(includes
website )               375,680             311,479           20.6 %            55.3 %                    54.8 %           44.7 %                45.2 %
Affiliates               23,539               5,245          348.7 %            36.5 %                   173.4 %           63.5 %               (73.4 )%
Total           $       913,785     $       976,904           (6.5 )%           63.3 %                    66.0 %           36.7 %                34.0 %




30






                                                                        

Cost of Sales as a % of Net


                                  Net Revenue                                      Revenue                             Margin
                 Nine months        Nine months                       Nine months          Nine months      Nine months      Nine months
                    ended              ended                             ended                ended            ended            ended
                September 30,      September 30,                       September            September        September        September
                     2022               2021           % change         30, 2022             30, 2021         30, 2022         30, 2021
Dealers         $    1,383,321     $    1,577,607          (12.3 )%           74.8 %               75.3 %           25.2 %           24.7 %
Direct to
Consumer
(includes
website )              837,214            796,565            5.1 %            59.4 %               57.2 %           40.6 %           42.8 %
Affiliates              71,381             45,748           56.0 %            92.3 %               85.8 %            7.7 %           14.2 %
Total           $    2,291,916     $    2,419,920           (5.3 )%           69.8 %               69.5 %           30.2 %           30.5 %




High Pressure Gas Systems



Sales of high-pressure breathing air compressors increased 88.2% for the nine
months ended September 30, 2022 compared with the nine months ended September
30, 2021 as LWA was able to continue to supply its customers with their needs
despite industry supply chain issues. The reseller segment revenues increased
significantly by 205.7% and 73% for the three and nine months ended September
30, 2022 as compared to the same periods in the prior year with the addition of
a new distributor in Mexico in July 2022. The Original Equipment Manufacturer
segment continued to show growth of 156.0% through the nine months ended
September 30, 2022 due to international orders to boat manufacturers but
decreased 280.3% for the three months ended September 30, 2022 as compared to
the same period in the prior year, as OEM volume has proven to be sporadic. The
direct to consumer segment, which includes yacht owners and direct to dive
stores, increased 69.9% for the three months ended September 30, 2022 as
compared to the three months ended September 30, 2021 and increased 102.8% for
the nine months ended September 30, 2022 as compared to September 30, 2021, as
this segment has become more active post-COVID, and we believe these customers
are beginning to re-invest in their operations.



Costs of revenues as a percentage of net revenues in this segment increased to
61.9% for the nine months ended September 30, 2022 as compared to 58.5% for the
nine months ended September 30, 2021. This increase is attributed increased
revenue in the reseller segment during the three months ended September 30,
2022, which yields a lower margin than that of the segments as these customers
are typically larger volume customers and are given volume discounts.



                                                                          Cost of Sales as a % of Net
                                   Net Revenue                                      Revenue                             Margin
                                                                      

Three Months Three Months Three Months Three Months


                 Three Months        Three Months                         Ended                Ended            Ended            Ended
                Ended September     Ended September                     September            September        September        September
                   30, 2022            30, 2021          % change        30, 2022             30, 2021         30, 2022         30, 2021
Resellers       $       316,914     $       103,667          205.7 %           76.1 %               73.6 %           23.9 %           26.4 %
Direct to
Consumers                20,903              12,301           69.9 %           28.1 %               53.4 %           71.9 %           46.6 %
Original
Equipment

Manufacturers            13,022               3,424          280.3 %       

   57.4 %               48.1 %           42.6 %           51.9 %
Total           $       350,839     $       119,392          193.9 %           72.6 %               70.8 %           27.4 %           29.2 %




31






                                                                         

Cost of Sales as a % of Net


                                   Net Revenue                                      Revenue                             Margin
                                                                       Nine months          Nine months      Nine months      Nine months
                  Nine months         Nine months                         ended                ended            ended            ended
                ended September     ended September                     September            September        September        September
                   30, 2022            30, 2021          % change        30, 2022             30, 2021         30, 2022         30, 2021
Resellers       $       556,454     $       321,590           73.0 %           65.6 %               73.0 %           34.4 %           27.0 %
Direct to
Consumers               216,148             106,564          102.8 %           55.3 %               49.1 %           44.7 %           50.9 %
Original
Equipment

Manufacturers           125,247              48,931          156.0 %       

   57.0 %               83.9 %           43.0 %           16.1 %
Total           $       897,849     $       477,085           88.2 %           61.9 %               58.5 %           38.1 %           41.5 %



Ultra Portable Tankless Dive Systems





Net revenue for the nine months ended September 30, 2022 in the Ultra Portable
Tankless Dive System segment increased 120.8% as compared to the nine months
ended September 30, 2021 as a result of the addition of the Nomad product line.
The 146.2% increase in the Dealers segment represents the continued expansion of
the international dealer base. The addition of Nomad to the Amazon segment
during the three months ended September 30, 2022 resulted in a 334.1% growth in
that segment as compared to the three months ended September 30, 2021.



Cost of revenues from this segment as a percentage of net revenues for the three
and nine months ended September 30, 2022 showed improvement over both the three
and nine months ended September 30, 2021, primarily due to the impact of the
cost and production efficiencies of the Nomad dive system and the resulting
increase in margin as a percentage of revenue for the same periods in 2022

as
compared to 2021.



                                       Net Revenue                        Cost of Sales as a % of Net Revenue                Margin
                                                                             Three                                    Three           Three
                      Three Months       Three Months                       Months                                   Months          Months
                         Ended              Ended                            Ended              Three Months          Ended           Ended
                     September 30,      September 30,                      September          Ended September       September       September
                          2022               2021           % change       30, 2022               30, 2021          30, 2022        30, 2021

Direct to Consumer          366,178            146,901          149.3 %          67.3 %                   82.4 %          32.7 %          17.6 %
Amazon                      410,513             94,569          334.1 %          44.6 %                  106.8 %          55.4 %          (6.8 )%
Dealers                     203,478             99,817          103.9 %          78.0 %                   82.9 %          22.0 %          17.1 %
Total                $      980,169     $      341,287          187.2 %          60.0 %                  106.2 %          40.0 %          (6.2 )%




32






                                                                            Cost of Sales as a % of Net
                                       Net Revenue                                    Revenue                           Margin
                      Nine months        Nine months                      Nine months         Nine months     Nine months     Nine months
                         ended              ended                            ended               ended           ended           ended
                     September 30,      September 30,                      September           September       September       September
                          2022               2021           % change       30, 2022            30, 2021        30, 2022        30, 2021

Direct to Consumer          906,133            487,566           85.8 %    

     57.6 %              61.3 %          42.4 %          38.7 %
Amazon                      859,633            353,834          142.9 %          54.1 %              90.1 %          45.9 %           9.9 %
Dealers                     893,261            362,865          146.2 %          65.8 %              73.6 %          34.2 %          26.4 %
Total                $    2,659,027     $    1,204,265          120.8 %          59.2 %              73.5 %          40.8 %          26.5 %




Redundant Air Tank Systems



Net revenue in the Redundant Air Tank Systems System segment was $1,192,986 and
$471,051 for the nine and three months ended September 30, 2022, respectively.
The margins for the three months ended September 30, 2022 increased 31.6% as
compared to 29.8% for the nine months ended September 30, 2022 as the margin for
dealer sales improved during the three months ended September 30, 2022 to 30.9%
as compared to 25.7% for the nine months ended September 30, 2022. Except for
the margin for repairs, dealer margins continue to be the lowest margin segment
as SSI sees this segment as the volume driver and sets prices help enable
dealers to also generate profits. SSI has a worldwide customer base that
includes (1) commercial accounts with aircraft requiring redundant air systems
for their pilots and passengers, such as helicopters flying to oil rigs located
in bodies of water (2) government accounts that are typically domestic and
international military customers with egress systems (3) dealer accounts that
are resellers including, international distributors to the military, commercial
account or dive shops, and domestic and international dive shops that carry a
spare air product (4) direct to consumer sales which are online sales and sales
via trade shows direct to consumer and (5) Company provided repairs and warranty
repairs to all segments.



                                  Net Revenue                       Cost of Sales as a % of Net Revenue          Margin
                                                                                                Three                               Three
                 Three Months       Three Months                                               Months                              Months
                    Ended              Ended                          Three Months              Ended         Three Months          Ended
                September 30,      September 30,                    Ended September           September      Ended September      September
                     2022               2021          % change          30, 2022              30, 2021          30, 2022          30, 2021
Commercial      $       73,691     $        7,020         949.7 %               45.8 %              53.2 %              54.2 %          46.8 %
Dealers                329,739             95,191         246.4 %               69.1 %              88.5 %              30.9 %          11.5 %
Government              14,017             14,302          -2.0 %               76.5 %              19.7 %              23.5 %          80.3 %
Repairs                  2,620                  -         100.0 %              569.6 %                 -              -469.6 %             -
Direct to
Consumers
(Website)               50,984              4,618        1004.0 %               68.0 %              28.3 %              32.0 %          71.7 %
Total           $      471,051     $      121,131         288.9 %               68.4 %              76.0 %              31.6 %          24.0 %




33






                                  Net Revenue                         Cost of Sales as a % of Net Revenue            Margin
                 Nine months                                                                   Nine months                           Nine months
                    ended            Nine months                     Nine months ended            ended           Nine months           ended
                September 30,      ended September                     September 30,            September       ended September       September
                     2022             30, 2021         % change            2022                  30, 2021           30, 2022           30, 2021
Commercial      $      176,847     $         7,020        2419.2 %                44.5 %               53.2 %               55.5 %           46.8 %
Dealers                792,081              95,191         732.1 %                74.3 %               88.5 %               25.7 %           11.5 %
Government              66,729              14,302         366.6 %                45.1 %               19.7 %               54.9 %           80.3 %
Repairs                 21,478                   -         100.0 %               276.8 %                0.0 %             -176.8 %              -
Direct to
Consumers
(Website)              135,851               4,618        2841.8 %                59.2 %               28.3 %               40.8 %           71.7 %
Total           $    1,192,986     $       121,131         884.9 %                70.2 %               76.0 %               29.8 %           24.0 %




Guided Tours and Retail



The guided tour and retail segment is a new segment and is derived from LBI.
Revenue in this segment currently primarily includes retail sales, and tours and
lessons. Retail sales represent the sales of product at the retail facility,
while tours and lessons represent revenue derived from diving excursions and
lessons.



                                       Net Revenue                         Cost of Sales as a % of Net Revenue           Margin
                                                                              Three
                                                                             Months
                     Three Months        Three Months                         Ended              Three Months         Three Months         Three Months
                    Ended September     Ended September                     September          Ended September      Ended September       Ended September
                       30, 2022            30, 2021          % change       30, 2022               30, 2021             30, 2022             30, 2021
Retail Sales        $        55,693                   -          100.0 %         119.4 %                      -                (19.4 )%                 -
Tours and Lessons            37,267                   -          100.0 %         114.3 %                      -                (14.3 )%                 -
Total               $        92,960                   -          100.0 %         117.3 %                      -                (17.3 )%                 -




34






                                       Net Revenue                       

Cost of Sales as a % of Net Revenue Margin


                     Nine months                                          Nine months                              Nine months
                        ended            Nine months                         ended              Nine months           ended            Nine months
                    September 30,      ended September                     September          ended September       September        ended September
                         2022             30, 2021          % change       30, 2022               30, 2021           30, 2022           30, 2021
Retail Sales        $       90,241                   -          100.0 %          77.1 %                      -             22.9 %                  -
Tours and Lessons           52,992                   -          100.0 %         101.3 %                      -             (1.3 )%                 -
Total               $      143,233                   -          100.0 %          86.0 %                      -             14.0 %                  -




Operating Expenses



Operating expenses, consist of selling, general and administrative ("SG&A")
expenses and research and development costs and are reported on a consolidated
basis for our operating segments. Operating expenses increased 35.1% for the
three months ended September 30, 2022 and 40.1% for the nine months ended
September 30, 2022 as compared to the same periods in the prior year.



Selling, General & Administrative Expenses (SG&A Expenses)





SG&A increased by 38.7% for the three months ended September 30, 2022 and 43.6%
for the nine months ending September 30, 2022 as compared to the same periods in
the prior year. SG&A expenses were comprised of the following:



                          Three Months       Three Months                       Nine Months        Nine Months
                             Ended              Ended                              Ended              Ended
                         September 30,      September 30,                      September 30,      September 30,
     Expense Item             2022               2021           % Change            2022               2021           % Change
Payroll, Selling &
Administrative           $      536,383     $      276,262           94.2 %    $    1,476,868     $      737,791          100.2 %
Non-Cash Stock
Compensation Expense            315,152            312,946             .7 %           894,453            811,821           10.2 %
Professional Fees                72,144            121,470          (40.6 )%          297,175            276,998            7.3 %
Advertising                     125,456             64,317           95.1 %           383,029            178,158          115.0 %
Other                           175,583            107,942           62.7 %           456,534            438,811            4.0 %
Total SG&A               $    1,224,718     $      882,937           38.7 %    $    3,508,059     $    2,443,579           43.6 %




Payroll increases for the nine months ended September 30, 2022 can be attributed
primarily to the addition of SSI payroll which accounted for 47.1% of the
increase. Additional payroll expenses for BLU3 made up 23.4% of the change with
additions of customer service and engineering personnel. The BTL payroll
increased 13.7% with the addition of marketing and social media personnel, and
LWA payroll made up 12.0% of the change with increases in the pay structure of
the primary operator of the business unit, and the addition of accounting
personnel.



Non-Cash Stock Compensation expenses increased 10.2% for the nine months ended
September 30, 2022 as compared to the nine months ended September 30, 2021. The
increase can be primarily attributed the issuance of options under the plan to
employees and contractors for a total of approximately 1,742,600 shares with
300,000 of those shares vesting immediately upon issuance during the nine months
ended September 30, 2022.



35






Professional fees, including legal, accounting and other professional fees which
the Company has paid with a combination of cash and common stock increased 7.3%
for the nine months ended September 30, 2022 as compared to the nine months
ended September 30, 2021. The increase can be attributed to an increase in
accounting fees related to the year-end audit. For the three months ended
September 30, 2022, professional fees decreased 40.6% as compared to the prior
year, due to the lack of acquisition related legal fees paid during 2022.



The increase in advertising expense for the nine months ended September 30, 2022
as compared to the nine months ended September 30, 2021 was 115.0%, attributable
to BLU3's focus on social media, Google and trade show advertising. SSI added
32.9% to the increase in advertising expense attributed to a full nine months of
advertising expenses as compared to the same period in the prior year. BTL's
decrease in advertising expense by approximately 50% as compared to the prior
year reduced the overall change in advertising expense by 22.5% for the nine
months ended September 30, 2022 as compared to the same period in the prior
year.



Other expenses increased 62.7% and 4.0% for the three and nine months ended
September 30, 2022, respectively, as compared to the same periods in the prior
year, The primary driver of this increase was rent expense which accounted for
92.3% of the increase for the nine months ended September 30, 2022. The Company
also obtained directors and officers insurance for the fiscal year ending
December 31, 2022 which expense accounted for 28.8% of the increase for the nine
months ended September 30, 2022.



Research & Development Expenses (R&D Expenses)


R&D expenses for the three months ended September 30, 2022 decreased 82.1% and
81.1% for the nine months ended September 30, 2022 as compared to the same
periods in the prior year. The decrease can be primarily attributed to the
completion of the R&D for BLU3's NOMAD, as it moved into production in the

third
quarter of 2021.



Other Income/Expense



For the nine months ended September 30, 2022, other expenses totaled
approximately $31,300 of interest expense as compared to other income of
approximately $157,900 for the nine months ended September 30, 2021. Other
income for the nine months ended September 30, 2021 consisted of a gain due to
the settlement of debt of $10,000, the forgiveness of a PPP loan less interest
expense of approximately $11,700. The increase in interest expense can be
attributed to the Navitas loan that was funded in the second quarter of 2021,
and the interest on the debt related to the acquisition of SSI.



Liquidity and Capital Resources





We had cash of $577,076 as of September 30, 2022. The following table summarizes
total current assets, total current liabilities and working capital at September
30, 2022 as compared to December 31, 2021.



                             September 30,       December 31,         %
                                 2022                2021          change
                              (unaudited)
Total current assets        $     3,575,239     $    2,966,432        20.5 %
Total current liabilities   $     1,591,371     $    1,396,197        14.0 %
Working capital             $     1,983,868     $    1,570,235        26.3 %




The increase in our current assets at September 30, 2022 from December 31, 2021
primarily reflects an increases in inventory purchases reflected by an increase
in inventory and prepaid assets which includes prepayments of inventory, as the
Company has experienced revenue growth and ramped up purchasing and production
to account for potential supply chain issues. The increase in total current
liabilities primarily reflects a significant increase in account payable of
14.9% and a related party convertible demand note issued in September 2022.




Summary Cash Flows



                                                          Nine Months Ended
                                                            September 30,
                                                         2022           2021
                                                             (unaudited)
Net cash used in operating activities                 $ (499,713 )   $ (569,142 )
Net cash provided by (used in) investing activities   $  (60,290 )   $  517,701
Net cash provided by financing activities             $  493,935     $  566,970




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Net cash used in operating activities for the nine months ended September 30,
2022 was due to the net loss of approximately $1,056,444 which is primarily
attributable to non-cash stock compensation expenses of approximately $894,453.
The non-cash stock compensation expense for the nine months ended September 30,
2022 is attributable to stock options and grants issued to our executive
officers and various employees as well as common stock issued to consultants and
professionals for services. Net cash used in operating activities is also the
result of increases in current assets, including, accounts receivable,
inventory, net, and prepaid expenses that utilized approximately $486,000, a net
decrease in liabilities which also utilized cash with decreases in customer
deposits, long term lease liability and accounts payable-related party utilizing
approximately $215,400 offset by increases in accounts payable and accrued
liabilities as well as other liabilities of approximately $142,100.



Net cash used in investing activities for the nine months ended September 30,
2022 of approximately $60,300 consists of $30,000 used in an asset acquisition
and fixed asset purchases, net of debt of approximately $30,200.



Net cash provided by financing activities for the nine months ended September 30, 2022 reflects proceeds from the exercise of warrants of approximately $265,000, the issuance of new units of $205,000, related party debt of approximately $66,800, less the repayment of debt of approximately $42,900.





Going Concern



Our unaudited consolidated financial statements included in this Quarterly
Report were prepared assuming we will continue as a going concern, which
contemplates realization of assets and the satisfaction of liabilities in the
normal course of business for the twelve-month period following the date of
issuance of these consolidated financial statements. The report of our
independent registered public accounting firm on our audited consolidated
financial statements for the year ended December 31, 2021 includes an
explanatory paragraph stating the Company has net losses and an accumulated
deficit which raises substantial doubt about its ability to continue as a going
concern.



We have a history of losses, and an accumulated deficit of $15,601,548 as of
September 30, 2022. Despite a working capital surplus of $1,983,868 at September
30, 2022, the continued losses and cash used in operations raise substantial
doubt as to the Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon the Company's ability
to continue to increase revenues, control expenses, raise capital, and continue
to sustain adequate working capital to finance its operations. The failure to
achieve the necessary levels of profitability and cash flows would be
detrimental to the Company. We are continuing to engage in discussions with
potential sources for additional capital, however, our ability to raise capital
is somewhat limited based upon our revenue levels, net losses and limited market
for our common stock. If we fail to raise additional funds when needed, or if we
do not have sufficient cash flows from operations, we may be required to scale
back or cease certain of our operations.



Critical Accounting Policies



The preparation of consolidated financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities and the reported amounts of revenue and expenses during the reported
periods. The more critical accounting estimates include estimates related to
revenue recognition, valuation of inventory, allowance for doubtful accounts,
and equity-based transactions. We also have other key accounting policies, which
involve the use of estimates, judgments and assumptions that are significant to
understanding our results, which are described in Note 2 to our unaudited
consolidated financial statements contained in this Quarterly Report.



Recent Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.

These recent accounting pronouncements are described in Note 2 to our unaudited consolidated financial statements contained in this Quarterly Report.





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Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

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