The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this report.

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus.

Although the forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in herein and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to "common stock" refer to the common shares in our capital stock.





Overview

Sylios Corp (f/k/a US Natural Gas Corp) ("Sylios", the "Company", "we", "us", or "our") was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. Sylios has five wholly owned subsidiaries: (i) US Natural Gas Corp KY ("USNG KY"), a corporation incorporated in Florida on February 1, 2010; (ii) US Natural Gas Corp WV ("USNG WV") a corporation incorporated in Tennessee on August 25, 2009 and redomiciled in Florida on April 26, 2010; (iii) E 3 Petroleum Corp ("E 3") a corporation incorporated in Florida on February 2, 2010; (iv) 1720 RCMG, LLC ("1720") a limited liability company formed in the State of Florida on July 24, 2019; and (v) 5496 NRMF, LLC ("5496") a limited liability company formed in the State of Florida on October 12, 2019.

Effective March 10, 2017, Sylios distributed approximately 80.01% of the common stock of The Greater Cannabis Company, Inc. ("GCAN"), a former wholly owned subsidiary of Sylios organized in Florida on March 13, 2014. Please see NOTE G - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES for further information.

Effective October 2, 2017, Sylios distributed approximately 41.05% of the common stock of AMDAQ Corp (formerly E 2 Investments, LLC) ("AMDAQ"), a former wholly owned subsidiary of Sylios organized in Florida on July 20, 2009. Please see NOTE G - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES and NOTE R- SUBSEQUENT EVENTS for further information.

Effective December 28, 2018, Sylios effected a 1 share for 4,000 shares reverse stock split of its common stock reducing the number of issued and outstanding shares of its common stock from 10,949,884,000 to 2,737,471 shares. The accompanying financial statements retroactively reflect the reverse stock split.

Sylios owns vacant land in Macon, GA and Milton, FL, which subject to receipt of adequate financing, it plans upon developing a storage facility for customer rentals on each tract of land. Please see NOTE D - PROPERTY AND EQUIPMENT for further information. USNG KY was granted royalty interests in 13 oil and gas wells in Kentucky (that had been shut-in since 2014) that it had acquired several years prior to the year ended December 31, 2017, which were sold to a third party in 2018. Please see NOTE E - OIL AND GAS ROYALTY INTERESTS for further information.





  - 27 -







Results of Operations



Operating Revenues

During the year ended December 31, 2019, the Company recorded revenues of $2,500 compared to revenues of $3,000 for the year ended December 31, 2018. Revenues for the years ended December 31, 2019 and 2018 were from consulting services.

Operating Expenses and Net Loss

During the year ended December 31, 2019, the Company incurred operating expenses of $1,359,147 compared to operating expenses of $379,253 for the year ended December 31, 2018. The increase in operating expenses is attributed to an increase in officer and director compensation and professional fees during the year ended December 31, 2019.

For the year ended December 31, 2019, the Company recorded net income of $5,804,894 or $0.33 per share, compared with a net loss of $7,710,990 or $2.82 loss per share for the year ended December 31, 2018. The increase in net income for the year ended December 31, 2019 is attributed to the Company's derivative liability income in the amount of $7,659,285 versus a derivative liability loss for the year ended December 31, 2018 in the amount of $7,722,369.

Liquidity and Capital Resources





Working Capital



                                Year ended              Year ended
                             December 31, 2019       December 31, 2018
Current Assets                               67                  28,005
Current Liabilities                   4,069,581              11,548,595
Working Capital (Deficit)            (4,069,514 )           (11,520,590 )

At December 31, 2019, the Company had cash of $67 and total current assets of $67 compared with cash of $28,005 and total current assets of $28,005 at December 31, 2018. The decrease in total current assets is attributable to a decrease in cash at December 31, 2019.





  - 28 -

At December 31, 2019, the Company had total current liabilities of $4,069,581 compared to $11,548,595 at December 31, 2018. The decrease in total current liabilities was attributed to a decrease in the calculation of the Company's derivative liability and a decrease in accrued officer and director compensation as compared to the year ended December 31, 2018.

The overall working capital deficit decreased from $11,520,590 at December 31, 2018 to $4,069,514 at December 31, 2019. The decrease in working capital deficit is mainly due to the calculation of the Company's derivative liability expense.





Cash Flows



                                                       Year ended              Year ended
                                                    December 31, 2019       December 31, 2018
Cash Flows from (used in) Operating Activities                (202,435 )               (29,252 )
Cash Flows from (used in) Investing Activities                 (35,039 )                     -
Cash Flows from (used in) Financing Activities                 209,536                  57,255
Net Increase Decrease in Cash During Period                    (27,938 )                28,003

Cashflow from Operating Activities

During the year ended December 31, 2019, the Company used cash of $202,435 in operating activities compared to cash used of $29,252 from operating activities for the year ended December 31, 2018. The increase in cash used from operating activities was due to a loss on conversions of notes payable, an increase on amortization of debt discounts offset by derivative liability income of $7,659,285.

Cashflow from Investing Activities

During the year ended December 31, 2019, the Company used cash of $35,039 in investing activities compared to cash used of $- from investing activities for the year ended December 31, 2018.

Cashflow from Financing Activities

During the year ended December 31, 2019, cash provided by financing activities was $209,536 compared to $57,255 for the year ended December 31, 2018. During the year ended December 31, 2019, the Company received $206,450 of proceeds from the issuance of multiple convertible debentures payable to unrelated parties and repaid $13,000 on outstanding notes payable.

We currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

We are dependent on our product sales to fund our operations and may require the sale of additional common stock to maintain operations. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans, and/or financial guarantees.

If we are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.





Convertible Debentures

a) On December 13, 2019, the Company entered into a Securities Purchase Agreement


   (the "Agreement") with Armada Investment Fund, LLC ("Armada") wherein the
   Company issued Armada a Convertible Promissory Note (the "Note") in the amount
   of $16,500 ($1,500 OID). The Note has a term of one (1) year (due on December
   13, 2020) and bears interest at 8% annually. The Note is convertible, in whole
   or in part, at any time and from time to time before maturity at the option of
   the holder. The conversion price for the principal and interest in connection
   with voluntary conversions by the Holder shall be 60% multiplied by the Market
   Price (as defined herein)(representing a discount rate of 40%), subject to
   adjustment as described herein ("Conversion Price"). Market Price" means the
   lowest one (1) Trading Prices (as defined below) for the Common Stock during
   the twenty (20) Trading Day period ending on the last complete Trading Day
   prior to the Conversion Date. "Trading Prices" means, for any security as of
   any date, the lowest traded price on the Over-the Counter Pink Marketplace,
   OTCQB. As part and parcel of the foregoing transaction, Armada was issued a
   warrant granting the holder the right to purchase up to 841,200 shares of the
   Company's common stock at an exercise price of $0.024 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.




  - 29 -

b) On October 30, 2019, the Company entered into a Securities Purchase Agreement


   (the "Agreement") with Armada Investment Fund, LLC (the "Investor") wherein
   the Company issued the Investor a Convertible Promissory Note (the "Note") in
   the amount of $25,300. The Note has a term of one (1) year, is due on October
   30, 2020 and bears interest at 8% annually. The Note is convertible, in whole
   or in part, at any time and from time to time before maturity (October 30,
   2020) at the option of the holder. The conversion price for the principal and
   interest in connection with voluntary conversions by the Holder shall be 60%
   multiplied by the Market Price (as defined herein)(representing a discount
   rate of 40%), subject to adjustment as described herein ("Conversion Price").
   Market Price" means the lowest one (1) Trading Prices (as defined below) for
   the Common Stock during the twenty (20) Trading Day period ending on the last
   complete Trading Day prior to the Conversion Date. "Trading Prices" means, for
   any security as of any date, the lowest traded price on the Over-the Counter
   Pink Marketplace, OTCQB. As part and parcel of the foregoing transaction, the
   Investor was issued a warrant granting the holder the right to purchase up to
   1,402,000 shares of the Company's common stock at an exercise price of $0.024
   for a term of 5-years. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for
   further information.

c) On July 24, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to Armada Investment Fund, LLC ("ARMADA") in the principal
   amount of $15,400. The Convertible Note is convertible, in whole or in part,
   at any time and from time to time before maturity (July 24, 2020) at the
   option of the holder. The conversion price for the principal and interest in
   connection with voluntary conversions by the Holder shall be 70% multiplied by
   the Market Price (as defined herein)(representing a discount rate of 30%),
   subject to adjustment as described herein ("Conversion Price"). Market Price"
   means the lowest one (1) Trading Prices (as defined below) for the Common
   Stock during the twenty (20) Trading Day period ending on the last complete
   Trading Day prior to the Conversion Date. "Trading Prices" means, for any
   security as of any date, the lowest traded price on the Over-the Counter Pink
   Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by
   a reliable reporting service ("Reporting Service") designated by the Holder
   (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for
   such security, on the principal securities exchange or trading market where
   such security is listed or traded or, if the lowest intraday trading price of
   such security is not available in any of the foregoing manners, the lowest
   intraday price of any market makers for such security that are quoted on the
   OTC Markets. The Convertible Note has a term of one (1) year and bears
   interest at 8% annually. As part of the transaction, ARMADA was also issued a
   warrant granting the holder the right to purchase up to 256,667 shares of the
   Company's common stock at an exercise price of $.08 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

d) On July 2, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to Armada Investment Fund, LLC ("ARMADA") in the principal
   amount of $16,500. The Convertible Note is convertible, in whole or in part,
   at any time and from time to time before maturity (June 5, 2020) at the option
   of the holder. The conversion price for the principal and interest in
   connection with voluntary conversions by the Holder shall be 70% multiplied by
   the Market Price (as defined herein)(representing a discount rate of 30%),
   subject to adjustment as described herein ("Conversion Price"). Market Price"
   means the lowest one (1) Trading Prices (as defined below) for the Common
   Stock during the twenty (20) Trading Day period ending on the last complete
   Trading Day prior to the Conversion Date. "Trading Prices" means, for any
   security as of any date, the lowest traded price on the Over-the Counter Pink
   Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by
   a reliable reporting service ("Reporting Service") designated by the Holder
   (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for
   such security, on the principal securities exchange or trading market where
   such security is listed or traded or, if the lowest intraday trading price of
   such security is not available in any of the foregoing manners, the lowest
   intraday price of any market makers for such security that are quoted on the
   OTC Markets. The Convertible Note has a term of one (1) year and bears
   interest at 8% annually. As part of the transaction, ARMADA was also issued a
   warrant granting the holder the right to purchase up to 220,000 shares of the
   Company's common stock at an exercise price of $.075 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

e) On June 5, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to Armada Investment Fund, LLC ("ARMADA") in the principal
   amount of $16,500. The Convertible Note is convertible, in whole or in part,
   at any time and from time to time before maturity (June 5, 2020) at the option
   of the holder. The conversion price for the principal and interest in
   connection with voluntary conversions by the Holder shall be 70% multiplied by
   the Market Price (as defined herein)(representing a discount rate of 30%),
   subject to adjustment as described herein ("Conversion Price"). Market Price"
   means the lowest one (1) Trading Prices (as defined below) for the Common
   Stock during the twenty (20) Trading Day period ending on the last complete
   Trading Day prior to the Conversion Date. "Trading Prices" means, for any
   security as of any date, the lowest traded price on the Over-the Counter Pink
   Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by
   a reliable reporting service ("Reporting Service") designated by the Holder
   (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for
   such security, on the principal securities exchange or trading market where
   such security is listed or traded or, if the lowest intraday trading price of
   such security is not available in any of the foregoing manners, the lowest
   intraday price of any market makers for such security that are quoted on the
   OTC Markets. The Convertible Note has a term of one (1) year and bears
   interest at 8% annually. As part of the transaction, ARMADA was also issued a
   warrant granting the holder the right to purchase up to 220,000 shares of the
   Company's common stock at an exercise price of $.075 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

f) On February 18, 2019, the Company executed a Convertible Note (the


   "Convertible Note") payable to Armada Investment Fund, LLC, ("ARMADA") in the
   principal amount of $11,550 in exchange for $10,500 cash. The Convertible Note
   is convertible, in whole or in part, at any time and from time to time before
   maturity (February 18, 2020) at the option of the holder. The conversion price
   for the principal and interest in connection with voluntary conversions by the
   Holder shall be 70% multiplied by the Market Price (as defined
   herein)(representing a discount rate of 30%), subject to adjustment as
   described herein ("Conversion Price"). Market Price" means the lowest one (1)
   Trading Prices (as defined below) for the Common Stock during the twenty (20)
   Trading Day period ending on the last complete Trading Day prior to the
   Conversion Date. "Trading Prices" means, for any security as of any date, the
   lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The
   Convertible Note has a term of one (1) year and bears interest at 8% annually.
   As part of the transaction, ARMADA was also issued a warrant granting the
   holder the right to purchase up to 26,250 shares of the Company's common stock
   at an exercise price of $.10 for a term of 5-years. Please see NOTE J - NOTES
   PAYABLE, THIRD PARTIES for further information.

g) On February 12, 2019, the Company issued an Amended and Restated Replacement


   Convertible Promissory Note in the amount of Twenty-One Thousand Five Hundred
   and NO/100 Dollars ($21,500) to Armada Investment Fund, LLC ("ARMADA) dated
   February 12, 2019. On this same date, ARMADA entered into an Assignment
   Agreement with Bullfly Trading Company, Inc. ("BULLFLY") for the assignment of
   two convertible notes issued by the Company to BULLFLY the first dated June 1,
   2016 with a principal amount of $4,000 and the second dated July 11, 2016 in
   the principal amount of $4,000 and with Mountain Properties, Inc. ("MOUNTAIN")
   for the assignment of one convertible note issued by the Company to MOUNTAIN
   dated February 24, 2016 with a principal amount of $7,500. The Amended and
   Restated Replacement Convertible Promissory Note includes all principal and
   accrued interest on the three notes purchased by ARMADA. The Convertible Note
   is convertible, in whole or in part, at any time and from time to time at the
   option of the holder at the Variable Conversion Price The "Variable Conversion
   Price" shall equal the lesser of (i) 50% multiplied by the lowest Trading
   Price (as defined herein) during the previous twenty five (25) Trading Days
   (as defined herein) before the Issue Date of this Note (representing a
   discount rate of 50%) or (ii) 50% multiplied by the Market Price (as defined
   herein) (representing a discount rate of 50%).  "Market Price" means the
   lowest Trading Price (as defined below) for the Common Stock during the
   twenty-five (25) Trading Day period ending on the latest complete Trading Day
   prior to the Conversion Date. The notes bears interest at 8% annually. Please
   see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

h) On December 31, 2018, the Company executed a Convertible Note (the


   "Convertible Note") payable to Armada Investment Fund, LLC, ("ARMADA") in the
   principal amount of $33,000. The Convertible Note was funded on December 31,
   2018. The Convertible Note is convertible, in whole or in part, at any time
   and from time to time before maturity (December 31, 2019) at the option of the
   holder at the Variable Conversion Price, shall equal the lesser of (i) 50%
   multiplied by the lowest Trading Price during the previous twenty (20) Trading
   Days before the Issue Date of this Note (representing a discount rate of 50%)
   or (iii) 50% multiplied by the Market Price (as defined herein) (representing
   a discount rate of 50%). "Market Price" means the lowest Trading Price (as
   defined below) for the Common Stock during the twenty (20) Trading Day period
   ending on the latest complete Trading Day prior to the Conversion Date. The
   Convertible Note has a term of one (1) year and bears interest at 8% annually.
   As part of the transaction, ARMADA was also issued a warrant granting the
   holder the right to purchase 82,500 shares of the Company's common stock at an
   exercise price of $0.50 for a term of 5-years. Please see NOTE J - NOTES
   PAYABLE, THIRD PARTIES for further information.




  - 30 -

i) On October 9, 2018, the Company executed a Convertible Note (the "Convertible


   Note") payable to Armada Investment Fund, LLC, ("ARMADA") in the principal
   amount of $30,000. The Convertible Note was funded on October 10, 2018. The
   Convertible Note is convertible, in whole or in part, at any time and from
   time to time before maturity (October 9, 2019) at the option of the holder at
   the Variable Conversion Price, shall equal the lesser of (i) 50% multiplied by
   the lowest Trading Price during the previous twenty (20) Trading Days before
   the Issue Date of this Note (representing a discount rate of 50%) or (iii) 50%
   multiplied by the Market Price (as defined herein) (representing a discount
   rate of 50%). "Market Price" means the lowest Trading Price (as defined below)
   for the Common Stock during the twenty (20) Trading Day period ending on the
   latest complete Trading Day prior to the Conversion Date. The Convertible Note
   has a term of one (1) year and bears interest at 8% annually. As part of the
   transaction, ARMADA was also issued a warrant granting the holder the right to
   purchase 62,500 shares of the Company's common stock at an exercise price of
   $0.40 for a term of 5-years. As part of the Convertible Note, the Company
   executed a Registration Rights Agreement (the "RRA") dated October 9, 2018.
   Among other things, the RRA provides for the Company to file a Registration
   Statement with the SEC covering the resale of shares underlying the
   Convertible Note and the warrant and to have declared effective such
   Registration Statement. In the event that the Company doesn't meet the
   registration requirements provided for in the RRA, the Company is obligated to
   pay ARMADA certain payments for such failures. Please see NOTE J - NOTES
   PAYABLE, THIRD PARTIES for further information.

j) On May 2, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to Jefferson Street Capital, LLC in the principal amount of
   $11,000 in exchange for $9,000 cash. The Convertible Note is convertible, in
   whole or in part, at any time and from time to time before maturity (February
   3, 2020) at the option of the holder. The conversion price for the principal
   and interest in connection with voluntary conversions by the Holder shall be
   58% multiplied by the Market Price (as defined herein)(representing a discount
   rate of 42%), subject to adjustment as described herein ("Conversion Price").
   Market Price" means the lesser of the (i) lowest one (1) Trading Prices (as
   defined below) for the Common Stock during the twenty (20) Trading Day period
   ending on the last complete Trading Day prior to the Conversion Date or (ii)
   lowest one (1) Trading Prices (as defined below) for the Common Stock during
   the twenty (20) Trading Day period ending on the last complete Trading Day
   prior to the Original Issue Date. "Trading Prices" means, for any security as
   of any date, the lowest traded price on the Over the Counter Pink Marketplace,
   OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable
   reporting service. "Trading Prices" means, for any security as of any date,
   the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The
   Convertible Note has a term of nine (9) months and bears interest at 8%
   annually. As part of the transaction, JEFFERSON was also issued a warrant
   granting the holder the right to purchase up to 50,000 shares of the Company's
   common stock at an exercise price of $.10 for a term of 5-years. Please see
   NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

k) On February 18, 2019, the Company executed a Convertible Note (the


   "Convertible Note") payable to Jefferson Street Capital, LLC, ("JEFFERSON") in
   the principal amount of $11,550 in exchange for $10,500 cash. The Convertible
   Note is convertible, in whole or in part, at any time and from time to time
   before maturity (February 18, 2020) at the option of the holder. The
   conversion price for the principal and interest in connection with voluntary
   conversions by the Holder shall be 70% multiplied by the Market Price (as
   defined herein)(representing a discount rate of 30%), subject to adjustment as
   described herein ("Conversion Price"). Market Price" means the lowest one (1)
   Trading Prices (as defined below) for the Common Stock during the twenty (20)
   Trading Day period ending on the last complete Trading Day prior to the
   Conversion Date. "Trading Prices" means, for any security as of any date, the
   lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The
   Convertible Note has a term of one (1) year and bears interest at 8% annually.
   As part of the transaction, JEFFERSON was also issued a warrant granting the
   holder the right to purchase up to 26,250 shares of the Company's common stock
   at an exercise price of $.10 for a term of 5-years. Please see NOTE J - NOTES
   PAYABLE, THIRD PARTIES for further information.

l) On October 16, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to BHP Capital NY Inc. ("BHP") in the principal amount of
   $13,750. The Convertible Note is convertible, in whole or in part, at any time
   and from time to time before maturity (October 16, 2020) at the option of the
   holder. The conversion price for the principal and interest in connection with
   voluntary conversions by the Holder shall be 60% multiplied by the Market
   Price (as defined herein)(representing a discount rate of 40%), subject to
   adjustment as described herein ("Conversion Price"). Market Price" means the
   lowest one (1) Trading Prices (as defined below) for the Common Stock during
   the twenty (20) Trading Day period ending on the last complete Trading Day
   prior to the Conversion Date. "Trading Prices" means, for any security as of
   any date, the lowest traded price on the Over-the Counter Pink Marketplace,
   OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable
   reporting service ("Reporting Service") designated by the Holder (i.e.
   www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such
   security, on the principal securities exchange or trading market where such
   security is listed or traded or, if the lowest intraday trading price of such
   security is not available in any of the foregoing manners, the lowest intraday
   price of any market makers for such security that are quoted on the OTC
   Markets. The Convertible Note has a term of one (1) year and bears interest at
   8% annually. As part of the transaction, BHP was also issued a warrant
   granting the holder the right to purchase up to 761,598 shares of the
   Company's common stock at an exercise price of $.024 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

m) On July 24, 2019, the Company executed a Convertible Note (the "Convertible


   Note") payable to BHP Capital NY Inc. ("BHP") in the principal amount of
   $15,400. The Convertible Note is convertible, in whole or in part, at any time
   and from time to time before maturity (July 24, 2020) at the option of the
   holder. The conversion price for the principal and interest in connection with
   voluntary conversions by the Holder shall be 70% multiplied by the Market
   Price (as defined herein)(representing a discount rate of 30%), subject to
   adjustment as described herein ("Conversion Price"). Market Price" means the
   lowest one (1) Trading Prices (as defined below) for the Common Stock during
   the twenty (20) Trading Day period ending on the last complete Trading Day
   prior to the Conversion Date. "Trading Prices" means, for any security as of
   any date, the lowest traded price on the Over-the Counter Pink Marketplace,
   OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable
   reporting service ("Reporting Service") designated by the Holder (i.e.
   www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such
   security, on the principal securities exchange or trading market where such
   security is listed or traded or, if the lowest intraday trading price of such
   security is not available in any of the foregoing manners, the lowest intraday
   price of any market makers for such security that are quoted on the OTC
   Markets. The Convertible Note has a term of one (1) year and bears interest at
   8% annually. As part of the transaction, BHP was also issued a warrant
   granting the holder the right to purchase up to 256,667 shares of the
   Company's common stock at an exercise price of $.08 for a term of 5-years.
   Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further information.

n) On May 2, 2019, the Company executed a Convertible Note (the "Convertible

Note") payable to BHP Capital NY Inc. in the principal amount of $11,000 in

exchange for $9,000 cash. The Convertible Note is convertible, in whole or in

part, at any time and from time to time before maturity (February 3, 2020) at

the option of the holder. The conversion price for the principal and interest

in connection with voluntary conversions by the Holder shall be 58% multiplied

by the Market Price (as defined herein)(representing a discount rate of 42%),

subject to adjustment as described herein ("Conversion Price"). Market Price"

means the lesser of the (i) lowest one (1) Trading Prices (as defined below)

for the Common Stock during the twenty (20) Trading Day period ending on the

last complete Trading Day prior to the Conversion Date or (ii) lowest one (1)

Trading Prices (as defined below) for the Common Stock during the twenty (20)

Trading Day period ending on the last complete Trading Day prior to the

Original Issue Date. "Trading Prices" means, for any security as of any date,

the lowest traded price on the Over the Counter Pink Marketplace, OTCQB, or

applicable trading market (the "OTCQB") as reported by a reliable reporting

service "Trading Prices" means, for any security as of any date, the lowest

traded price on the Over-the Counter Pink Marketplace, OTCQB. The Convertible

Note has a term of nine (9) months and bears interest at 8% annually. As part

of the transaction, BHP was also issued a warrant granting the holder the

right to purchase up to 50,000 shares of the Company's common stock at an

exercise price of $.10 for a term of 5-years. Please see NOTE J - NOTES

PAYABLE, THIRD PARTIES for further information.






  - 31 -

o) On February 18, 2019, the Company executed a Convertible Note (the


     "Convertible Note") payable to BHP Capital NY Inc., ("BHP") in the principal
     amount of $11,550 in exchange for $10,500 cash. The Convertible Note is
     convertible, in whole or in part, at any time and from time to time before
     maturity (February 18, 2020) at the option of the holder. The conversion
     price for the principal and interest in connection with voluntary
     conversions by the Holder shall be 70% multiplied by the Market Price (as
     defined herein)(representing a discount rate of 30%), subject to adjustment
     as described herein ("Conversion Price"). Market Price" means the lowest one
     (1) Trading Prices (as defined below) for the Common Stock during the twenty
     (20) Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. "Trading Prices" means, for any security as of any date,
     the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The
     Convertible Note has a term of one (1) year and bears interest at 8%
     annually. As part of the transaction, BHP was also issued a warrant granting
     the holder the right to purchase up to 26,250 shares of the Company's common
     stock at an exercise price of $.10 for a term of 5-years. Please see NOTE J
     - NOTES PAYABLE, THIRD PARTIES for further information.

p) On October 16, 2019, the Company executed a Convertible Note (the


     "Convertible Note") payable to Fourth Man, LLC ("FOURTH") in the principal
     amount of $13,750. The Convertible Note is convertible, in whole or in part,
     at any time and from time to time before maturity (October 16, 2020) at the
     option of the holder. The conversion price for the principal and interest in
     connection with voluntary conversions by the Holder shall be 60% multiplied
     by the Market Price (as defined herein)(representing a discount rate of
     40%), subject to adjustment as described herein ("Conversion Price"). Market
     Price" means the lowest one (1) Trading Prices (as defined below) for the
     Common Stock during the twenty (20) Trading Day period ending on the last
     complete Trading Day prior to the Conversion Date. "Trading Prices" means,
     for any security as of any date, the lowest traded price on the Over-the
     Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB")
     as reported by a reliable reporting service ("Reporting Service") designated
     by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal
     trading market for such security, on the principal securities exchange or
     trading market where such security is listed or traded or, if the lowest
     intraday trading price of such security is not available in any of the
     foregoing manners, the lowest intraday price of any market makers for such
     security that are quoted on the OTC Markets. The Convertible Note has a term
     of one (1) year and bears interest at 8% annually. As part of the
     transaction, FOURTH was also issued a warrant granting the holder the right
     to purchase up to 761,598 shares of the Company's common stock at an
     exercise price of $.024 for a term of 5-years. Please see NOTE J - NOTES
     PAYABLE, THIRD PARTIES for further information.

q) On July 24, 2019, the Company executed a Convertible Note (the "Convertible


     Note") payable to Fourth Man, LLC ("FOURTH") in the principal amount of
     $15,400. The Convertible Note is convertible, in whole or in part, at any
     time and from time to time before maturity (July 24, 2020) at the option of
     the holder. The conversion price for the principal and interest in
     connection with voluntary conversions by the Holder shall be 70% multiplied
     by the Market Price (as defined herein)(representing a discount rate of
     30%), subject to adjustment as described herein ("Conversion Price"). Market
     Price" means the lowest one (1) Trading Prices (as defined below) for the
     Common Stock during the twenty (20) Trading Day period ending on the last
     complete Trading Day prior to the Conversion Date. "Trading Prices" means,
     for any security as of any date, the lowest traded price on the Over-the
     Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB")
     as reported by a reliable reporting service ("Reporting Service") designated
     by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal
     trading market for such security, on the principal securities exchange or
     trading market where such security is listed or traded or, if the lowest
     intraday trading price of such security is not available in any of the
     foregoing manners, the lowest intraday price of any market makers for such
     security that are quoted on the OTC Markets. The Convertible Note has a term
     of one (1) year and bears interest at 8% annually. As part of the
     transaction, FOURTH was also issued a warrant granting the holder the right
     to purchase up to 256,667 shares of the Company's common stock at an
     exercise price of $.08 for a term of 5-years. Please see NOTE J - NOTES
     PAYABLE, THIRD PARTIES for further information.

r) On January 27, 2017, the Company executed a Convertible Note (the "Note")


     payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal
     amount of $55,000. The Note is convertible, in whole or in part, at any time
     and from time to time before maturity (January 17, 2018) at the option of
     the holder at the Variable Conversion Price, which shall mean the lesser of
     50% multiplied by the Market Price (as defined). "Market Price" means the
     lowest Trading Prices (as defined below) for the Common Stock during the
     twenty (20) Trading Day period ending on the last complete Trading Day prior
     to the Conversion Date. The Note has a term of one (1) year and bears
     interest at 8% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES
     for further information.

s) On June 3, 2015, the Company executed a Convertible Note (the "Note")


     payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal
     amount of $17,250. The Note is convertible, in whole or in part, at any time
     and from time to time before maturity (June 3, 2016) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 50%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the twenty
     (20) Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. The Note has a term of one (1) year and bears interest at
     10% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further
     information.

t) On August 12, 2014, the Company executed a Convertible Note (the "Note")

payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal

amount of $112,500. The Note is convertible, in whole or in part, at any

time and from time to time before maturity (August 21, 2015) at the option

of the holder at the Variable Conversion Price, which shall mean the lesser

of 50% multiplied by the Market Price (as defined). "Market Price" means the

lowest Trading Prices (as defined below) for the Common Stock during the

twenty (20) Trading Day period ending on the last complete Trading Day prior

to the Conversion Date. The Note has a term of one (1) year and bears

interest at 8% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES

for further information.






  - 32 -

u) On July 3, 2014, the Company executed a Convertible Note (the "Note")


     payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal
     amount of $50,000. The Note is convertible, in whole or in part, at any time
     and from time to time before maturity (July 3, 2015) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 50%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the twenty
     (20) Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. The Note has a term of one (1) year and bears interest at
     10% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further
     information.

v) On June 2, 2014, the Company executed a Convertible Note (the "Note")


     payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal
     amount of $28,500. The Note is convertible, in whole or in part, at any time
     and from time to time before maturity (June 2, 2015) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 50%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the twenty
     (20) Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. The Note has a term of one (1) year and bears interest at
     10% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further
     information.

w) On April 2, 2014, the Company executed a Convertible Note (the "Note")


     payable to Tangiers Investment Group, LLC ("TANGIERS"), in the principal
     amount of $5,500. The Note is convertible, in whole or in part, at any time
     and from time to time before maturity (April 2, 2015) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 50%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the twenty
     (20) Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. The Note has a term of one (1) year and bears interest at
     8% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further
     information.

x) On February 18, 2013, the Company executed a Debt Purchase and Conversion


     Agreement (the "Agreement") with Tangiers Investment Group, LLC
     ("TANGIERS"), whereby TANGIERS purchased the balance of the principal on a
     Convertible Note (the "Note") issued to a third party of December 14, 2010
     with a maturity date of December 14, 2011. The remaining principal amount
     due under the Note was $10,750. The Agreement allows for the conversion of
     the acquired Note at the option of the holder at the Conversion Price, which
     shall equal forty percent (40%) of the closing bid price, as provided by
     NASDAQ, on the date the Notice of Conversion is submitted to the Company.
     The Note bears interest at 0% annually. Please see NOTE J - NOTES PAYABLE,
     THIRD PARTIES for further information.

y) On January 9, 2019, the Company executed a Convertible Note (the "Note")


     payable to Darling Investments, LLC, ("DARLING") in the principal amount of
     $12,500. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (January 9, 2020) at the option of the holder
     at the Variable Conversion Price, which shall mean the lesser of 40%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the
     twenty-five (25) Trading Day period ending on the last complete Trading Day
     prior to the Conversion Date. The Note has a term of one (1) year and bears
     interest at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES
     for further information.

z) On March 7, 2017, the Company executed a Convertible Note (the "Note")

payable to Darling Investments, LLC, ("DARLING") in the principal amount of

$10,000. The Note is convertible, in whole or in part, at any time and from

time to time before maturity (March 7, 2018) at the option of the holder at

the Variable Conversion Price, which shall mean the lesser of 20% multiplied

by the Market Price (as defined). "Market Price" means the lowest Trading

Prices (as defined below) for the Common Stock during the twenty-five (25)

Trading Day period ending on the last complete Trading Day prior to the

Conversion Date. The Note has a term of one (1) year and bears interest at

12% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for further


     information.




  - 33 -

(aa) On February 13, 2017, the Company executed a Convertible Note (the "Note")


     payable to Darling Capital, LLC, ("DARLING") in the principal amount of
     $10,000. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (October 13, 2017) at the option of the holder
     at the Variable Conversion Price, which shall mean the lesser of 40%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the
     twenty-five (25) Trading Day period ending on the last complete Trading Day
     prior to the Conversion Date. The Note has a term of nine (9) months and
     bears interest at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD
     PARTIES for further information.

(bb) On February 2, 2017, the Company executed a Convertible Note (the "Note")


     payable to Darling Capital, LLC, ("DARLING") in the principal amount of
     $9,200. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (October 2, 2017) at the option of the holder
     at the Variable Conversion Price, which shall mean the lesser of 40%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the
     twenty-five (25) Trading Day period ending on the last complete Trading Day
     prior to the Conversion Date. The Note has a term of nine (9) months and
     bears interest at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD
     PARTIES for further information.

(cc) On January 28, 2017, the Company executed a Convertible Note (the "Note")


     payable to Darling Capital, LLC, ("DARLING") in the principal amount of
     $7,500. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (September 28, 2017) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 40%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the
     twenty-five (25) Trading Day period ending on the last complete Trading Day
     prior to the Conversion Date. The Note has a term of nine (9) months and
     bears interest at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD
     PARTIES for further information.

(dd) On January 10, 2017, the Company executed a Convertible Note (the "Note")


     payable to Darling Capital, LLC, ("DARLING") in the principal amount of
     $5,000. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (September 10, 2017) at the option of the
     holder at the Variable Conversion Price, which shall mean the lesser of 40%
     multiplied by the Market Price (as defined). "Market Price" means the lowest
     Trading Prices (as defined below) for the Common Stock during the
     twenty-five (25) Trading Day period ending on the last complete Trading Day
     prior to the Conversion Date. The Note has a term of nine (9) months and
     bears interest at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD
     PARTIES for further information.

(ee) On December 2, 2016, the Company executed a Convertible Note (the "Note")


     payable to Darling Capital, LLC, ("DARLING") in the principal amount of
     $15,000. The Note is convertible, in whole or in part, at any time and from
     time to time before maturity (August 2, 2017) at the option of the holder at
     the Variable Conversion Price, which shall mean the lesser of 40% multiplied
     by the Market Price (as defined). "Market Price" means the lowest Trading
     Prices (as defined below) for the Common Stock during the twenty-five (25)
     Trading Day period ending on the last complete Trading Day prior to the
     Conversion Date. The Note has a term of nine (9) months and bears interest
     at 12% annually. Please see NOTE J - NOTES PAYABLE, THIRD PARTIES for
     further information.




  - 34 -







Notes in General

The Convertible Notes are convertible into shares of common stock of the Company based upon a discount to the market price. The conversion terms of these Convertible Notes are based upon a discount to the then-prevailing average of the lowest trading bid prices (as described above for each separate note) and, as a result, the lower the stock price at the time the holders convert the Convertible Notes, the more shares of our common stock the holders will receive. The number of shares of common stock issuable upon conversion of these Convertible Notes is indeterminate. If the trading price of our common stock is lower when the conversion price of these Convertible Notes is determined, we would be required to issue a higher number of shares of our common stock, which could cause substantial dilution to our stockholders. In addition, if the holders opt to convert these Convertible Notes into shares of our common stock and sell those shares it could result in an imbalance of supply and demand for our common stock and resulting in lower trading prices for our common stock as reported by the OTC Pink Sheets. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number of shares we will have to issue upon conversion.

In addition, the number of shares issuable upon conversion of the Convertible Note is potentially limitless. While the overall ownership of each individual Holder at any one moment may be limited to 9.99% of the issued and outstanding shares of our common stock, each holder may be free to sell any shares into the market that have previously been issued to them, thereby enabling them to convert the remaining portion of these Convertible Notes.

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