10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2020

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

For the transition period from _____ to _____

Commission File Number: 0-29651

OCULUS VISIONTECH INC.

(Exact name of registrant as specified in its charter)

Wyoming	06-1576391
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

Suite 507 - 837 West Hastings Street, Vancouver, BC, Canada, V6C 3N6

(Address of principal executive offices) (Zip code)

(604) 685-1017

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   ☑      No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes    ☑      No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
		Emerging growth company	☑

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    ☐      No ☑

As of November 9, 2020, there were 86,522,569 shares of the registrant’s common stock outstanding.

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common
Common stock - no par value	OVTZ	Over The Counter Bulletin Board
Preferred stock - no par value	N/A	N/A
Common stock - no par value	OVT	TSX Venture Exchange
Common stock - no par value	USF1	Frankfurt Stock Exchange

TABLE OF CONTENTS

		PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements	3
	(A)	Condensed Interim Consolidated Balance Sheets	3
	(B)	Condensed Interim Consolidated Statements of Operations	4
	(C)	Condensed Interim Consolidated Statements Of Stockholders’ Equity	5
	(D)	Condensed Interim Consolidated Statements of Cash Flows	6
	(E)	Notes to Condensed Interim Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.		Controls and Procedures	13
		PART II – OTHER INFORMATION
Item 1.		Legal Proceedings	14
Item 1A.		Risk Factors	14
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.		Defaults Upon Senior Securities	14
Item 4.		Mine Safety Disclosure	14
Item 5.		Other Information	14
Item 6.		Exhibits	14

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	September 30,			December 31,
	2020			2019
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	695,835		$	382,452
Prepaid expenses and other current assets		4,686			1,267
Total current assets		700,521			383,719
Intangible assets (Note 3)		1,966,939			-
Total Assets	$	2,667,460		$	383,719
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	50,611		$	5,431
Accounts payable and accrued expenses - related parties		135,484			129,985
Total current liabilities		186,095			135,416
Commitments and Contingencies		-			-
Stockholders' Equity:
Preferred stock - no par value; authorized 250,000,000 shares, none issued
Common stock and additional paid-in capital - no par value; authorized 500,000,000 shares, issued and outstanding 86,522,569		43,908,562			41,634,999
Commitment to issue shares (Note 3)		414,128			-
Accumulated deficit		(41,841,325	)		(41,386,696	)
Stockholders' equity		2,481,365			248,303
Total Liabilities and Stockholders' Equity	$	2,667,460		$	383,719

SEE ACCOMPANYING NOTES

3

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

(Unaudited)

	For the three-month ended September 30,						For the nine-month ended September 30,
	2020			2019			2020			2019
Revenue	$	-		$	-		$	-		$	-
Expenses:
Research and development		93,270			-			130,180			-
Selling, general and administrative		83,605			43,098			204,447			165,264
Stock-based compensation (Note 5)		120,098			-			120,098			-
Total expenses		296,973			43,098			454,725			165,264
Loss from operations		(296,973	)		(43,098	)		(454,725	)		(165,264	)
Other income (expense)
Interest income (expense)		-			281			96			281
Net loss	$	(296,973	)	$	(42,817	)	$	(454,629	)	$	(164,983	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		86,522,569			67,022,568			78,165,426			53,665,425

SEE ACCOMPANYING NOTES

4

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Stated in US Dollars)

(Unaudited)

	Common Stock and
	Additional Paid in
	Capital
					Commitment to		Accumulated			Stockholders'
	Shares		Amount		Issue Shares		Deficit			Equity
Balance at December 31, 2018		45,572,568	$	40,458,297	$	-	$	(41,193,831	)	$	(735,534	)
Sale of common stock, net of $32,416 of issuance cost		21,450,000		1,176,702		-		-			1,176,702
Net loss		-		-		-		(164,983	)		(164,983	)
Balance at September 30, 2019		67,022,568	$	41,634,999	$	-	$	(41,358,814	)	$	276,185
Balance at December 31, 2019		67,022,568	$	41,634,999	$	-	$	(41,386,696	)	$	248,303
Sale of common stock		7,000,001		773,038		-		-			773,038
Shares issued for asset acquisition (Note 3)		12,500,000		1,380,427		-		-			1,380,427
Contingent consideration		-		-		414,128		-			414,128
Share-based compensation		-		120,098		-		-			120,098
Net loss		-		-		-		(454,629	)		(454,629	)
Balance at September 30, 2020		86,522,569	$	43,908,562	$	414,128	$	(41,841,325	)	$	2,481,365

SEE ACCOMPANYING NOTES

5

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

Six months ended September 30,	2020			2019
(Unaudited)
Cash flows from operating activities:
Net loss	$	(454,629	)	$	(164,983	)
Add back non-cash share-based compensation		120,098			-
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets		(3,419	)		461
Increase (decrease) in accounts payable and accrued expenses		(241,373	)		(48,706	)
Increase (decrease) in accounts payable and accrued expenses due to related parties		5,499			(556,154	)
Net cash used in operating activities		(573,824	)		(769,382	)
Cash flows from investing activities
Cash acquired on asset acquisition		114,169			-
Net cash from investing activities		114,169			-
Cash flows from financing activities
Proceeds from the sale of common stock		773,038			1,176,702
Net cash from financing activities		773,038			1,176,702
Net increase in cash and cash equivalents		313,383			407,320
Cash and cash equivalents at beginning of period		382,452			5,572
Cash and cash equivalents at end of period	$	695,835		$	412,892
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-
Non-Cash Financing and Investing Activities
Common stock issued on acquisition	$	1,380,427
Intangible acquired on acquisition		(1,966,939	)
Warrants issued on acquisition		414,128
Account payable acquired on acquisition		172,384
	$	-

SEE ACCOMPANYING NOTES

6

OCULUS VISIONTECH INC. AND SUBSIDIARY

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020 and 2019 

(Stated in US Dollars)

(Unaudited)

1. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Oculus VisionTech Inc. (“Oculus” or the “Company”) most recently completed fiscal year ended December 31, 2019. These unaudited condensed interim consolidated financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended December 31, 2019, except when disclosed below.

The accompanying consolidated financial statements include the accounts of Oculus and its wholly-owned subsidiaries, USVO Inc. (dissolved December 31, 2019) and OCL Technologies Corp. (from the date of acquisition, Note 3). All intercompany balances and transactions have been eliminated upon consolidation.   In the opinion of the management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results for the interim periods are not necessarily indicative of the results that may be attained for an entire year or any future periods. For further information, refer to the Financial Statements and footnotes thereto in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019.

2. GOING CONCERN

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the financial statements, the Company has incurred a loss of $454,629 for the nine month period ended September 30, 2020 and, in addition the Company incurred losses of $192,865 and $183,279 for the years ended December 31, 2019 and 2018, respectively. As of September 30, 2020, the Company had an accumulated deficit of $41,841,325 and a working capital of $514,426. These conditions raise doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations as they come due which management believes it will be able to do.  To date, the Company has funded operations primarily through the issuance of common stock and warrants to outside investors and the Company’s management.  The Company believes that its operations will generate additional funds and that additional funding from outside investors and the Company’s management will continue to be available to the Company when needed.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue as a going concern.

3. ACQUISITION OF OCL TECHNOLOGIES CORP. 

During the period ended September 30, 2020, the Company acquired a 100% interest in OCL Technologies Corp. (“OCL”) by issuing 12,500,000 shares with a fair value of $1,380,427 and contingent consideration consisting of 12,500,000 non transferable warrants with a fair value of $414,128. The transaction does not meet the definition of a business as defined in ASC 805-10. As a result, the acquisition of OCL has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on their relative fair values. Upon closing of the transaction, OCL became a subsidiary of the Company. The net assets acquired pursuant to the acquisition are as follows:

Purchase Price
Issuance of 12,500,000 shares	$	1,380,427
Contingent consideration - warrants		414,128
Transaction costs		54,532
Total Purchase Price	$	1,849,087

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Contingent consideration consists of 12,500,000 non-transferable warrants that are exercisable into 12,500,000 common shares if certain criteria are met at an exercise price of $0.001 for a period of five years from the date of issuance expiry June 4, 2025. No share purchase warrants are exercisable until specific performance criteria have been met. Such criteria being 1) revenue sales projections per OCL’s 5 year proformas, or 2) listing on a major US exchange, or 3) change of control. The Company has estimated the fair value of the contingent consideration to be $414,128.

Purchase Price Allocation
Cash	$	114,169
Accounts payable and due from related party		(232,021	)
Intangible asset		1,966,939
Total Purchase Price	$	1,849,087

4. COMMON STOCK 

On June 19, 2019, the Company issued 7,500,000 shares to a consultant and directors at $0.075 CND per share.

On June 19, 2019, the Company issued 13,950,000 shares to investors at $0.075 CND per share.

On June 5, 2020, the Company issued 12,500,000 shares at a value of $0.15 CND per share pursuant to the acquisition of OCL Technologies Corp.

On June 5, 2020, the Company issued 7,000,001 shares to investors, including 1,766,667 common shares to a consultant and directors at $0.15 CND per share.

5. STOCK OPTIONS  

On September 30, 2019, the Company adopted Rolling Stock Option Plan. Up to 10% of the Company’s issued and outstanding common shares may be reserved for granting of stock options.

During the period ended September 30, 2020, the Company granted 3,600,000 stock options to consultants, directors and officers exercisable into 3,600,000 shares at an exercise price of $0.35CND and an expiry date of July 21, 2023. The options have a fair value of $909,900CND, calculated using the Black-Scholes option pricing model using the following inputs (i) Volatility of 125%; (ii) Term of 3 years; (iii) Discount rate of 0.27%; (iv) Dividend rate of Nil; and (v) market stock price of $0.35. The options vest 20% every 6 months starting January 21, 2020. During the period ended September 30, 2020, the Company recorded $160,990CND ($120,098US) of stock-based compensation relating to the vesting period.

6. COVID-19  

In early 2020, a coronavirus that causes COVID-19 emerged globally, which is currently affecting the global economies and has a resulting effect on the Company. Therefore, while the Company expects this matter to negatively impact the Company's financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time.

8

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

FORWARD-LOOKING STATEMENTS AND SUPPLEMENTARY DATA

The following discussion should be read in conjunction with our condensed interim financial statements and other financial information appearing elsewhere in this quarterly report. In addition to historical information, the following discussion and other parts of this quarterly report contain forward-looking statements under applicable securities laws. You can identify these statements by forward-looking words such as “plan”, “may”, “will”, “expect”, “intend”, “anticipate”, believe”, “estimate” and “continue” or similar words. Forward-looking statements are statements that are not historical facts, and include, but are not limited to, statements regarding the Company’s digital watermarking technology and Cloud Document Protection System (C-DPS),the Company’s expenses related to the Alpha and Beta testing of its digital water marketing technology and Cloud Document Protection System, the anticipated development and commercialization date of its Cloud Document Protection System, the future sources and availability of additional funding, and the effect of funding arrangements on projects and products. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as required by law.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other periodic reports filed with the United States Securities and Exchange Commission (“SEC”). Accordingly, to the extent that this quarterly report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that the Company’s actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements.

OVERVIEW OF THE COMPANY

We have recognized that Internet-based, digital document security/protection products are a business opportunity for the Company that allow us to apply our proprietary real-time digital video watermarking technology, which was developed for studios and networks in the entertainment industry, to the digital document security/protection sector. Our Cloud-DPS technology introduces the Company to the online, digital document security/protection industry and possible vertical markets that exist in the sector, including the ability to confirm the authenticity of online documents and photographs distributed through traditional wireline networks or over wireless smart devices.

9

Our Cloud-DPS secures and protects digital documents (including text documents, photos, blueprints, etc.) from any modification, and/or attempted forgery. It works by imperceptibly watermarking documents, using real-time image processing and watermarking algorithms, embedded into a secured/protected copy of a document. This protected copy is designed to resist any attempts to alter or forge the document by forensically tracking and deterring any attempts to tamper with the document. The watermarking algorithms are able to ascertain whether a document is protected by our DPS technology and if any attempts to modify or tamper with the document occurred. Any such modifications will be flagged, time stamped, and can be spatially highlighted in the document where any tampering occurred. This authentication and verification process ensures the integrity of the original document. 

We currently have no customers for our products and services. We are taking steps to monetarize our Cloud-DPS technology. These steps include actively seeking licensing initiatives. Our DPS architecture is designed as a web service, which allows for an easy customization to individual customer needs. The main customization effort is reduced by our creation of well synchronized interfaces to a potential customer's infrastructure. This feature will allow us to offer "white label" licensing of our DPS technology. 

BUSINESS OBJECTIVES:

We have established the following near-term business objectives:

1. Patent and license new technology developed within the corporate research and development program;

2. Demonstrate proof of concept on selected commercial projects with C-DPS – Cloud Document Protection System and gain industry recognition for the architectural and business differentiators of company’s C-DPS product’s authentication and tamper-proof functionality.

ACQUISITION OF OCL TECHNOLOGIES CORP.

On June 5, 2020, the Company completed the acquisition of 100% of the shares of OCL Technologies Corp. www.ocltechnologies.com (hereafter “OCL”), a Delaware Corporation, with its head office located in the technology hub of San Diego, California. OCL is specifically focused on providing enterprise organizations and individuals with highly-secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights, while independently protecting all parties. With the burgeoning growth of privacy regulation worldwide coupled with strict regulatory oversight, companies are dedicating significant resources to achieve and maintain compliance. In the past two years alone, initiatives such as the EU GDPR (General Data Protection Regulation effective May 25, 2018) as well as the CCPA (California Consumer Privacy Act passed June 28, 2018 and effective January 1, 2020) have mandated privacy rights and data protection for entities and individuals contemplated within their legislative frameworks. In addition to these, there are additional data privacy legislative initiatives on-going in Asia and both North and South America which will require data protection solutions. The OCL cloud-native zero-trust data privacy API tool will provide secure, continuous regulatory compliance of a data subject’s ‘Right-to-be-Forgotten’ and ‘Right-of-Erase’ requests through a systematic consent/collect/store/verification process, protecting both the data subject and data controller. This initial entry into the market od data compliance will pave the way for more offerings as the OCL product platform matures. The Company believes that the acquisition of OCL is a tremendous fit within its core objective of developing robust cutting edge technologies that address focused customer data protection requirements on a global scale.

Contingent consideration consists of 12,500,000 non-transferable warrants that are exercisable into 12,500,000 common shares if certain criteria are met at an exercise price of $0.001 for a period of five years from the date of issuance expiry June 4, 2025. No share purchase warrants are exercisable until specific performance criteria have been met. Such criteria being 1) revenue sales projections per OCL’s 5 year proformas, or 2) listing on a major US exchange, or 3) change of control. The Company has estimated the fair value of the contingent consideration to be $414,128.

CRITICAL ACCOUNTING POLICIES (AND ESTIMATES)

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate these estimates, including those related to customer programs and incentives, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, impairment or disposal of long-lived assets, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

10

We have identified the policies below as critical to our business operations and to the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout management’s discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results:  

● Revenue recognition;

● Impairment or disposal of long-lived assets;

● Deferred taxes;

● Accounting for stock-based compensation; and

● Commitments and contingencies.

Revenue Recognition.  In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers to depict the transfer of control over a product to a customer. The guidance's core principle is that the Company will recognize revenue when it transfers control over promised goods or services to customers in an amount that reflects consideration to which the Company expects to be entitled in exchange for those goods or services.

Under ASC 606, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to a customer. The Company's contracts with customers typically contain a single performance obligation. A contract's transaction price is allocated to its distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. If there are multiple performance obligations within a contract, the Company allocates the transaction price to each performance obligation based on their relative standalone selling prices. Sales are recorded net of sales returns, discounts and allowances.

Impairment or Disposal of Long-Lived Assets.  Long-lived assets are reviewed in accordance with ASC Topic 360-10-05.  Impairment or disposal of long-lived assets losses are recognized in the period the impairment or disposal occurs.  

Deferred Taxes.  We record a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the amount may not be realized.  

Accounting for Stock-Based Compensation.  Under ASC Topic 718, Stock Compensation (formerly referred to as SFAS No. 123(R)), the Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense attributed is based on estimated forfeiture rate, which is updated based on actual forfeitures as appropriate. This option pricing model requires the input of highly subjective assumptions, including the expected volatility of the Company’s common stock, pre-vesting forfeiture rate and an option’s expected life. The financial statements include amounts that are based on the Company’s best estimates and judgments.

Commitments and Contingencies.  We account for commitments and contingencies in accordance with ASC Topic 450 Contingencies (formerly referred to as financial accounting standards board Statement No. 5, Accounting for Contingencies). We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable.

RESULTS OF OPERATIONS

For the Nine Months Ended September 30, 2020

Sales

Sales for the nine-month period ended September 30, 2020 and 2019 were $-0-

Cost of Sales

The cost of sales for the nine months ended September 30, 2020 and 2019 were $-0-.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses, consisting of product marketing expenses, consulting fees, office, professional fees and other expenses to execute our business plan and for our day-to-day operations, increased in the nine months ending September 30, 2020.  We continue to develop and market C-DPS – Cloud Document Protection System and the “Right-to-be-Forgotten” and “Right-to-Erase” platform. Administrative expenses have decreased/increased moderately as a result of insignificant fluctuations in general costs.

Selling, general and administrative expenses for the nine months ended September 30, 2020 increased by $39,183 to $204,447 from $165,264 for the nine months ended September 30, 2019. This included professional expenses for the nine months ended September 30, 2020 which increased to $64,595 from $34,660 for the comparable period in 2019. We incurred increased costs in 2020 due to post acquisition legal and accounting costs.

Research and development for the nine months ended September 30, 2020 increased to $130,180 from $18,350 for the comparable period in 2019. This was a result of the Company’s acquisition of OCL and the research that they conduct.

Currency exchange expense for the nine months ended September 30, 2020, increased to $24,772 from $33 for the comparable period in 2019. We incurred increased costs in 2020 due to the change in the Canadian dollar and the United States dollar.

We have arranged for additional staff and consultants to engage in marketing activities in an effort to identify and assess appropriate market segments, develop business arrangements with prospective partners, create awareness of new products and services, and communicate to the industry and potential customers. Other components of selling, general and administrative expenses did not change significantly.

Research and Development

Research and development costs for the three months ended September 30, 2020, increased to $93,270 from $-0- for the comparable period in 2019. We incurred increased costs in 2020 due to management’s decision to develop C-DPS – Cloud Document Protection System as well as the development of our subsidiary’s zero trust data privacy platform. (“Right-to-be-Forgotten” and “Right-to-Erase”).

Net Losses

To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the three months ended September 30, 2020 was $296,973 compared with a net loss of $164,983 for 2019.

Liquidity and Capital Resources

At September 30, 2020, our cash position was $695,835, compared $382,452 at December 31, 2019. We had a working capital of $514,426 and an accumulated deficit of $41,841,325 at September 30, 2020.

We have historically satisfied our capital needs primarily by issuing equity securities to our officers, directors, employees and a small group of investors, and from short-term bridge loans from members of management. During the period ended September 30, 2020, the company issued 7,000,001 shares for proceeds of $773,038 and received $114,169 in cash on the acquisition of assets.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.

RELATED PARTY TRANSACTIONS

The Company for the nine months ended September 30, 2020 and 2019 reimbursed a related party $6,071 and $6,015, respectively. The Company incurred $106,000 from a related party for research and development for the nine months ended September 30, 2020 and $0 for 2019. At September 30, 2019, the Company owed companies controlled by related parties $129,766 (2019 - $129,985).

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Oculus is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide information required under this Item.

Item 4. Controls and Procedures.

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

As of September 30, 2020, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the our internal control over financial reporting for the nine month period ended September 30, 2020, identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

Oculus is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide information required under this Item. A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10 -K for the fiscal year ended December 31, 2019 filed with the SEC on September 30, 2020. Those factors continue to be meaningful for your evaluation of Oculus and we urge you to review and consider the risk factors presented in such Form 10-K.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The information required by this Item is set forth on the exhibit index which follows the signature page of this report.

Exhibit No.	Description
EX-31.1	Certification of CEO
EX-31.2	Certification of CFO
EX-32.1	SOX Certification of CEO
EX-32.2	SOC Certification of CFO

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OCULUS VISIONTECH INC.
November 9, 2020	By:	/s/ Rowland Perkins
		Rowland Perkins
		President and Chief Executive Officer
		(principal executive officer)
November 9, 2020	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer
		(principal financial and accounting officer)

15

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Rowland Perkins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oculus VisionTech Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2020	By:	/s/ Rowland Perkins
		Rowland Perkins
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

 EXHIBIT 31.2

CERTIFICATIONS

I, Anton J. Drescher, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oculus VisionTech Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2020	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oculus VisionTech Inc. (the “Company”), for the period ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rowland Perkins, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date : November 9, 2020	By:	/s/ Rowland Perkins
		Rowland Perkins
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oculus VisionTech Inc. (the “Company”), for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anton J. Drescher , Chief Financial Officer for the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: November 9, 2020	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 09, 2020
Document Information [Line Items]
Entity Registrant Name	OCULUS VISIONTECH INC.
Entity Central Index Key	0001107280
Trading Symbol	ovtz
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		86,522,569
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Title of 12(b) Security	Common Stock

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
ASSETS
Cash and cash equivalents	$ 695,835	$ 382,452
Prepaid expenses and other current assets	4,686	1,267
Total current assets	700,521	383,719
Intangible assets (Note 3)	1,966,939
Total Assets	2,667,460	383,719
Current Liabilities:
Accounts payable and accrued expenses	50,611	5,431
Accounts payable and accrued expenses - related parties	135,484	129,985
Total current liabilities	186,095	135,416
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - no par value; authorized 250,000,000 shares, none issued	0	0
Common stock and additional paid-in capital - no par value; authorized 500,000,000 shares, issued and outstanding 86,522,569	43,908,562	41,634,999
Commitment to issue shares (Note 3)	414,128
Accumulated deficit	(41,841,325)	(41,386,696)
Stockholders' equity	2,481,365	248,303
Total Liabilities and Stockholders' Equity	$ 2,667,460	$ 383,719

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Sep. 30, 2020	Dec. 31, 2019
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	250,000,000	250,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	86,522,569	86,522,569
Common stock, shares outstanding (in shares)	86,522,569	86,522,569

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Expenses:
Research and development	93,270		130,180
Selling, general and administrative	83,605	43,098	204,447	165,264
Share-based Payment Arrangement, Expense	120,098		120,098
Total expenses	296,973	43,098	454,725	165,264
Loss from operations	(296,973)	(43,098)	(454,725)	(165,264)
Other income (expense)
Interest income (expense)		281	96	281
Net loss	$ (296,973)	$ (42,817)	$ (454,629)	$ (164,983)
Net loss per share - basic and diluted (in dollars per share)	$ 0	$ 0	$ (0.01)	$ 0
Weighted average number of common shares outstanding – basic and diluted (in shares)	86,522,569	67,022,568	78,165,426	53,665,425

XML

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock Including Additional Paid in Capital [Member]	Commitment to Issue Shares [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2018	45,572,568
Balance at Dec. 31, 2018	$ 40,458,297		$ (41,193,831)	$ (735,534)
Stock Issued During Period, Shares, New Issues (in shares)	21,450,000
Sale of common stock	$ 1,176,702			1,176,702
Sale of common stock	1,176,702			1,176,702
Net loss			(164,983)	(164,983)
Balance (in shares) at Sep. 30, 2019	67,022,568
Balance at Sep. 30, 2019	$ 41,634,999		(41,358,814)	276,185
Balance (in shares) at Dec. 31, 2018	45,572,568
Balance at Dec. 31, 2018	$ 40,458,297		(41,193,831)	(735,534)
Net loss				(192,865)
Balance (in shares) at Dec. 31, 2019	67,022,568
Balance at Dec. 31, 2019	$ 41,634,999		(41,386,696)	248,303
Stock Issued During Period, Shares, New Issues (in shares)	7,000,001
Sale of common stock	$ 773,038			773,038
Sale of common stock	773,038			773,038
Net loss			(454,629)	(454,629)
Shares issued for asset acquisition (Note 3) (in shares)	12,500,000
Shares issued for asset acquisition (Note 3)	$ 1,380,427			1,380,427
Contingent consideration		414,128		414,128
Share-based compensation	$ 120,098			120,098
Balance (in shares) at Sep. 30, 2020	86,522,569
Balance at Sep. 30, 2020	$ 43,908,562	$ 414,128	$ (41,841,325)	$ 2,481,365

XML

Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals)	9 Months Ended
	Sep. 30, 2019 USD ($)
Issuance cost	$ 32,416

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (296,973)	$ (42,817)	$ (454,629)	$ (164,983)	$ (192,865)	$ (183,279)
Add back non-cash share-based compensation			120,098
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets			(3,419)	461
Increase (decrease) in accounts payable and accrued expenses			(241,373)	(48,706)
Increase (decrease) in accounts payable and accrued expenses due to related parties			5,499	(556,154)
Net cash used in operating activities			(573,824)	(769,382)
Cash flows from investing activities
Cash acquired on asset acquisition			114,169
Net cash from investing activities			114,169
Cash flows from financing activities
Proceeds from the sale of common stock			773,038	1,176,702
Net cash from financing activities			773,038	1,176,702
Net increase in cash and cash equivalents			313,383	407,320
Cash and cash equivalents at beginning of period			382,452	5,572	5,572
Cash and cash equivalents at end of period	$ 695,835	$ 412,892	695,835	412,892	$ 382,452	$ 5,572
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes
Non-Cash Financing and Investing Activities
Common stock issued on acquisition			1,380,427
Intangible acquired on acquisition			$ (1,966,939)
Warrants issued on acquisition (in shares)			414,128
Account payable acquired on acquisition			$ 172,384

XML

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Oculus VisionTech Inc. (“Oculus” or the “Company”) most recently completed fiscal year ended

December 31, 2019.

These unaudited condensed interim consolidated financial statements do

not

include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended

December 31, 2019,

except when disclosed below.

The accompanying consolidated financial statements include the accounts of Oculus and its wholly-owned subsidiaries, USVO Inc. (dissolved

December 31, 2019)

and OCL Technologies Corp. (from the date of acquisition, Note

3

). All intercompany balances and transactions have been eliminated upon consolidation.   In the opinion of the management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results for the interim periods are

not

necessarily indicative of the results that

may

be attained for an entire year or any future periods. For further information, refer to the Financial Statements and footnotes thereto in the Company's annual report on Form

10

-K for the fiscal year ended

December 31, 2019.

XML

Note 2 - Going Concern

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

2. GOING CONCERN

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the financial statements, the Company has incurred a loss of

$454,629

for the

nine

month period ended

September 30, 2020

and, in addition the Company incurred losses of

$192,865

and

$183,279

for the years ended

December 31, 2019

and

2018,

respectively. As of

September 30, 2020,

the Company had an accumulated deficit of

$41,841,325

and a working capital of

$514,426.

These conditions raise doubt about the Company's ability to continue as a going concern.  The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations as they come due which management believes it will be able to do.  To date, the Company has funded operations primarily through the issuance of common stock and warrants to outside investors and the Company's management.  The Company believes that its operations will generate additional funds and that additional funding from outside investors and the Company's management will continue to be available to the Company when needed.  The financial statements do

not

include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue as a going concern.

XML

Note 3 - Acquisition of OCL Technologies Corp.

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

3. ACQUISITION OF OCL TECHNOLOGIES CORP. 

During the period ended

September 30, 2020,

the Company acquired a

100%

interest in OCL Technologies Corp. (“OCL”) by issuing

12,500,000

shares with a fair value of

$1,380,427

and contingent consideration consisting of

12,500,000

non transferable warrants with a fair value of

$414,128.

The transaction does

not

meet the definition of a business as defined in ASC

805

-

10.

As a result, the acquisition of OCL has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on their relative fair values. Upon closing of the transaction, OCL became a subsidiary of the Company. The net assets acquired pursuant to the acquisition are as follows:

Purchase Price
Issuance of 12,500,000 shares	$	1,380,427
Contingent consideration - warrants		414,128
Transaction costs		54,532
Total Purchase Price	$	1,849,087

Contingent consideration consists of

12,500,000

non-transferable warrants that are exercisable into

12,500,000

common shares if certain criteria are met at an exercise price of

$0.001

for a period of

five

years from the date of issuance expiry

June 4, 2025.

No

share purchase warrants are exercisable until specific performance criteria have been met. Such criteria being

1

) revenue sales projections per OCL's

5

year proformas, or

2

) listing on a major US exchange, or

3

) change of control. The Company has estimated the fair value of the contingent consideration to be

$414,128.

Purchase Price Allocation
Cash	$	114,169
Accounts payable and due from related party		(232,021	)
Intangible asset		1,966,939
Total Purchase Price	$	1,849,087

XML

Note 4 - Common Stock

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

4 . COMMON STOCK 

On

June 19, 2019,

the Company issued

7,500,000

shares to a consultant and directors at

$0.075

CND per share.

On

June 19, 2019,

the Company issued

13,950,000

shares to investors at

$0.075

CND per share.

On

June 5, 2020,

the Company issued

12,500,000

shares at a value of

$0.15

CND per share pursuant to the acquisition of OCL Technologies Corp.

On

June 5, 2020,

the Company issued

7,000,001

shares to investors, including

1,766,667

common shares to a consultant and directors at

$0.15

CND per share.

XML

Note 5 - Stock Options

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

5 . STOCK OPTIONS  

On

September 30, 2019,

the Company adopted Rolling Stock Option Plan. Up to

10%

of the Company's issued and outstanding common shares

may

be reserved for granting of stock options.

During the period ended

September 30, 2020,

the Company granted

3,600,000

stock options to consultants, directors and officers exercisable into

3,600,000

shares at an exercise price of

$0.35CND

and an expiry date of

July 21, 2023.

The options have a fair value of

$909,900CND,

calculated using the Black-Scholes option pricing model using the following inputs (i) Volatility of

125%;

(ii) Term of

3

years; (iii) Discount rate of

0.27%;

(iv) Dividend rate of

Nil;

and (v) market stock price of

$0.35.

The options vest

20%

every

6

months starting

January 21, 2020.

During the period ended

September 30, 2020,

the Company recorded

$160,990CND

(

$120,098US

) of stock-based compensation relating to the vesting period.

XML

Note 6 - COVID-19

9 Months Ended

Sep. 30, 2020

COVID-19 [Member]

Notes to Financial Statements

Unusual or Infrequent Items, or Both, Disclosure [Text Block]

6 . COVID- 19   

In early

2020,

a coronavirus that causes COVID-

19

emerged globally, which is currently affecting the global economies and has a resulting effect on the Company. Therefore, while the Company expects this matter to negatively impact the Company's financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time.

XML

Note 3 - Acquisition of OCL Technologies Corp. (Tables)

9 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Purchase Price
Issuance of 12,500,000 shares	$	1,380,427
Contingent consideration - warrants		414,128
Transaction costs		54,532
Total Purchase Price	$	1,849,087

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Purchase Price Allocation
Cash	$	114,169
Accounts payable and due from related party		(232,021	)
Intangible asset		1,966,939
Total Purchase Price	$	1,849,087

XML

Note 2 - Going Concern (Details Textual) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Net loss	$ (296,973)	$ (42,817)	$ (454,629)	$ (164,983)	$ (192,865)	$ (183,279)
Retained Earnings (Accumulated Deficit), Ending Balance	(41,841,325)		(41,841,325)		$ (41,386,696)
Working Capital (Deficit)	$ (514,426)		$ (514,426)

XML

Note 3 - Acquisition of OCL Technologies Corp. (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 1,380,427
Warrants and Rights Outstanding	$ 414,128
OCL Technologies Corp [Member]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	12,500,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 1,380,427
Warrants and Rights Outstanding	414,128
OCL Technologies Corp [Member] | Warrants Issued in Connection With Business Acquisition [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 414,128
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	12,500,000
Warrants and Rights Outstanding	$ 414,128
Class of Warrant or Right, Outstanding (in shares)	12,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.001
Warrants and Rights Outstanding, Term (Year)	5 years

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Note 3 - Acquisition of OCL Technologies Corp. - Purchase Price (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Common stock issued on acquisition	$ 1,380,427
OCL Technologies Corp [Member]
Common stock issued on acquisition	1,380,427
Transaction costs	54,532
Total Purchase Price	1,849,087
OCL Technologies Corp [Member] | Warrants Issued in Connection With Business Acquisition [Member]
Common stock issued on acquisition	$ 414,128

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Note 3 - Acquisition of OCL Technologies Corp. - Purchase Price (Details) (Parentheticals)	9 Months Ended
	Sep. 30, 2020 shares
OCL Technologies Corp [Member]
Shares issued (in shares)	12,500,000

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Note 3 - Acquisition of OCL Technologies Corp. - Purchase Price Allocation (Details) - OCL Technologies Corp [Member]	Sep. 30, 2020 USD ($)
Cash	$ 114,169
Accounts payable and due from related party	(232,021)
Intangible asset	1,966,939
Total Purchase Price	$ 1,849,087

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Note 4 - Common Stock (Details Textual) - $ / shares	Jun. 05, 2020	Jun. 19, 2019
Employee and Directors [Member]
Stock Issued During Period, Shares, New Issues (in shares)	1,766,667	7,500,000
Shares Issued, Price Per Share (in CAD per share)	$ 0.15	$ 0.075
Investors [Member]
Stock Issued During Period, Shares, New Issues (in shares)	7,000,001	13,950,000
Shares Issued, Price Per Share (in CAD per share)	$ 0.15	$ 0.075
OCL Technologies Corp [Member]
Stock Issued During Period, Shares, New Issues (in shares)	12,500,000
Shares Issued, Price Per Share (in CAD per share)	$ 0.15

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Note 5 - Stock Options (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) shares	Sep. 30, 2020 CAD ($) $ / shares shares	Sep. 30, 2019 USD ($)
Share-based Payment Arrangement, Expense | $	$ 120,098		$ 120,098
Rolling Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | shares			3,600,000	3,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | shares				3,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in CAD per share) | $ / shares				$ 0.35
Rolling Stock Option Plan [Member]
Share-based Compensation Arrangement, Percent of Issued and Outstanding Common Shares Reserved		10.00%			10.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value | $				$ 909,900
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in CAD per share) | $ / shares				$ 0.35
Rolling Stock Option Plan [Member] | Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate			125.00%	125.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term (Year)			3 years	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions			0.27%	0.27%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate			0.00%	0.00%
Share-based Payment Arrangement, Expense			$ 120,098	$ 160,990
Rolling Stock Option Plan [Member] | Share-based Payment Arrangement, Option [Member] | Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			20.00%	20.00%