EX-99 3 roi_annual2021a.htm ANNUAL REPORT roi_annual21.htm

RedOak Instruments, LLC
ANNUAL REPORT - 2021
21218 Kingsland Blvd
Katy, TX  77450
www.redoakinstruments.com
Business
	We design, develop and produce biomechanical diagnostic aids for sports medicine application.
Our technology is unique in how we address coordination issues. We use changes in the fine motor
control of the hands to infer serious injuries.  Sports trainers, coaches, EMTs, and medical
practitioners can monitor their training and rehabilitation programs with our technology to document
evidence of injury and evidence of rehab progress so that they can provide a conclusive diagnosis
and determine the correct time to return to play/work.

Fundraising:
We attempted to raise operating cash through the crowdfunding Netcapital web site.  While the raise
did provide funds to rebuild the software issues that developed after the raise, it was insufficient
to develop a functioning marketing-sales program.
	Amount raised:	$47,080
	Amount paid to Netcapital for raise:  $2306.92
Netcapital:  www.netcapital.com
	CIK #:	0001414767
	SEC file #:  000-55036
	745 Atlantic Ave, Suite 1000, Boston, MA  02111

Regulatory Information:
The company has not previously failed to comply with the requirements of Regulation

Managements Discussion and Analysis of Financial Condition:
Financial Condition
You should read the following discussion and analysis of our financial condition and the results of
our operations together with our financial statements and related notes appearing at the end of this
Offering Memorandum. This discussion contains forward-looking statements reflecting our current
expectations that involve risks and uncertainties. Actual results and the timing of events may differ
materially from those contained in these forward-looking statements due to a number of factors,
including those discussed in the section entitled Risk Factors and elsewhere in this Offering
Memorandum.

	Most recent fiscal year end	Prior fiscal year end
Total Assets     	$ 75,852.30	$ 68,636.15
Cash & Cash Equivalents	$  9,097.89	$   1,881.74
Accounts Receivable	$          0.0	$          0.0
Short Term Debt 	$          0.0	$          0.0
Long Term Debt	        $          0.0	$          0.0
Revenues/Sales	        $          0.0	$          0.0
Cost of Goods Sold	$          0.0	$          0.0
Taxes Paid	        $          0.0	$          0.0
Net Income	        $ (48,716.08)	$(184,697.92)

Results of Operations
With the funds raised in our Regulation Crowdfunding, we have insufficient capital to operate
for the  next 12 months.  We estimate we will need to raise an additional $100,000 to develop and
implement our marketing program.  This covers the operational expenses, IP, and testing costs
associated with bringing our SR-3053 product line to paying customers.  We have built 100 commercial
units to date and these units will provide additional working capital for the expansion after we
establish our marketing program.  We have 16 trial units out with different market groups to
determine what obstacles we still have to overcome. Our recent press release with Rice University
should provide some help getting the sales program going.

Foreseeable major expenses based on projections:
We will not encounter major expenses until we start the redesign of the handset for medical
clinic/physician applications.  At that time, we will also address new patents and CIP
 applications.

Future operational challenges:
Future operational challenges include COGS for our product.  New loadcells are constantly
entering the market.  We will need to maintain and replace our existing loadcells with newer,
better loadcells as they are placed on the market.  This will cause a slow creep in our COGs
but it will be necessary.

Basic research has been completed aver the past few years to provide ROI with the data
needed to purposefully enter the sports and medical diagnostic markets.  We have collected
data from trials and sports applications and published the data in 16 peer reviewed journals
to establish academic and professional credentials.  We have presented data at many of the
BIATx meetings in Texas and several chiropractic and acupuncture conferences.

Future challenges related to capital resources:
With LOIs, we should be able to finance additional build programs.  Presently, 6-7 full
price sales of the handsets will provide sufficient funds to purchase the parts for 100 new units.


Advisors, Executive Officers and Significant Employees
Advisors:
	Ronald J Swatzyna, PhD, LCSW, BCB, BCN:   Founder, Houston Neuroscience Brain Center.
o	Dr. Swatzyna is a clinical researcher who has published and presented over 70 studies
including 15 publications and two book chapters. He is a popular conference speaker throughout
the United States and around the world, with international presentations in over eight
countries England, Denmark, Italy, Canada, The Netherlands, Germany, and Australia.
	Elizabeth A Smith, PhD:  Founder, Community Medical Foundation for Patient Safety
o	Elizabeth A. Smith, PhD founded the non-profit CRG Medical Foundation for Patient Safety
(dba Community Medical Foundation for Patient Safety) in 2003. Her expertise is in health care,
human factors, and organizational science. Dr. Smith has 50 years of fact-based academic knowledge
and selected content of peer-reviewed publications on productivity, motivation, creativity, and
business. Faculty positions: 1) Air Force Institute of Technology, F.E. Warren Air Force Base
(1969-1970), 2) Houston Baptist University (1977-1979), and 3) Rice University (1989). Organized,
coordinated, and evaluated cancer education grants awarded to M.D. Anderson and published two
books on rehabilitation (McGraw-Hill Book Company, New York) (1970-1976). Instructor for
Oil & Gas Consultants, International, and presented three-day upper management seminars
designed to monitor productivity and increase motivation (1980-1984). Designed and coordinated
a teaching-how-to-teach curriculum, UT Medical School, Houston (1979-1980). Guided and supported
 three healthcare non-profits and was an active board member of two science-based research
organizations (1976-2020). Was Vice President of a Texas-based independent oil company, monitored
production and cash flow (1979-2017).
Long-standing Board member of Red Oak Instruments, LLC and currently Advisory Board member.

	David E Martinez D.C.: Founder, Lemmata Chiropractic
o	Dr. David E Martinez is a qualified Doctor of Chiropractic. He specializes in
chiropractic in Hampton, VA and has over 11 years of experience in the field of medicine.
He graduated from his medical school with his medical degree in 2009. Dr. David Martinez
is board certified in both Virginia and Texas. He also holds a BA - Health and
Wellness and a BS - Anatomy, and is a published author on the topics of concussions.

	Karen A Smith, BA:
o	Karen A Smith graduated from the University of Texas in Austin. She served as a
board member of an independently owned corporation for over 30 years, a committee member
to various Houston organizations for 27 years and a volunteer to several non-profits
groups for 15 years. She developed results driven solutions integrating the benefits of
past, present and future. Managed the corporation through the market cycles while maintaining
cash flow, analyzing budgeting factors and implementing cost saving for future success.
Advised and guided the decision-making process for continual business development by asking
fact-based questions for maximum benefit and enhanced project results by minimizing time,
money and effort. Coordinated and managed daily processes and procedures for repeat customer
satisfaction and retention. A passionate leader and creative team player that believes all is possible.

	Kathleen A Paske, BBA, MSBA: Founder, Vicina Ventures:
o	Kathleen Paske a comprehensive marketing and operations specialist. She co-founded
 Vicina Ventures, a boutique real estate investment and lending firm, in 2019. Her experience
 focuses on analytics backed and value add approach to strategic planning and go-to-market
implementation for fortune 500 and startup companies alike. In addition to ROI, Kathleen
currently sits on the Board of Advisors for Hamilton at your Service. She holds a
BBA - marketing and MS - business analytics from the McCombs School of Business.

	Donald Lefeber, LAc, MAOM:
o	Mr. Lefeber leads the research and practice of integrated health care and
wellness to introduce and educate patients and families the concept of holistic medicine
and the appropriate use of complementary and alternative medicine. A graduate from the
American College of Acupuncture and Oriental Medicine (ACAOM), with a Masters in
Acupuncture and Oriental Medicine, he has been inducted into the international research
 society, Sigma Xi, has 8 academic publications in different medical journals, and has
given research presentations in the Texas Medical Center and International Conferences
for Acupuncture and Oriental Medicine.

Executive Team & Significant Members:
	Richard A Behlmann, JD, CPA: President and CEO
o	Mr. Behlmann was brought on board to develop business strategy and sales, secure
 intellectual property, oversee regulatory compliance, licensing, FDA, multi-state
requirements and sales infrastructure to promote and market the technology. He holds
 his JD from St. Marys University School of Law, San Antonio, Texas, he is a Member,
Securities Law Committee, Texas Bar Association; and Missouri Bar Association, Former
Member Fixed Wireless Access Consultative Committee, and UK Radio Communications Agency.
He holds a BS/BA Business Administration, Concentrations in Finance & Accounting - St. Louis
University, St. Louis, Missouri, and CPA - Missouri.

	William C Paske, PhD: CTO, VP R&D
o	Dr. Paske is a Co- Founder of ROI and inventor of the fine motor control
measurement technology used by the company. He holds an MS degree in nuclear physics
and his PhD in Atomic and molecular physics. He has twenty-five years experience with
university and large industry research and development and is an expert in systems
analysis. Dr Paske has been an innovative and inventive problem solver with 10 US and
 24 foreign patents and 60 publications / analysis papers / manuals have been contributed
 to the scientific community over the past twenty years. His patents range over topics as
 diverse as electrical transmission problems to nuclear logging tools, to mechanical / medical
 instrumentation. Many of his patents have been carried from inception to successful
commercialization. He has provided proprietary contractual consulting work for medical
professionals on research problems dealing with statistical analysis, physical
measurement problems and general protocol methodology.

	David A Paske, BSME: COO
o	David Paske attended the University of Tulsa where he earned his Bachelors in
Mechanical Engineering. Here he excelled in Engineering Design and Material Science
and developed an interest in bioengineering. During his senior design project, he
received the opportunity to work alongside other engineers to develop a flaw
detection system utilizing hall sensors to detect magnetic flux leakage. This allowed
 David to augment his teamwork, time management and design skills, but above all allowed
David to demonstrate his ability to think outside the box to develop a solution to a
difficult problem which he carried throughout his career. Since then, David has worked
to redesign ROIs hand sensor to make it more efficient, cheaper to build and more
robust. He has gone from designing the equipment to now running the operation on
a daily basis.

	Daniel Stewart, BS:  Software Development
o	Daniel has an academic background in Mechanical Engineering and Computer
Science, and holds a Bachelor of Science degree in Computer Science from the University
of Houston - Downtown. His career in the IT industry started in 2000 while in college
t the University of Oklahoma. Daniels industry experience ranges from managing a large
Professional Services team serving over 45,000 user accounts, to helping create and
optimize service offerings for small business-to-business IT firms. Since graduating
from UHD, he has devoted his time to software development and is an experienced full
stack developer with expertise in the .NET languages, JavaScript, AngularJS,
and NodeJS.

Risk Factors
The SEC requires the company to identify risks that are specific to its business and
 its financial condition. The company is still subject to all the same risks that all
companies in its business, and allcompanies in the economy, are exposed to. These include
risks relating to economic downturns, political and economic events and technological
developments (such as hacking and the ability toprevent hacking). Additionally, early-stage
companies are inherently more risky than more developed companies. You should consider general
risks as well as specific risks when deciding whether to
invest.

Our financial statements include a going concern note.
Our ability to continue as a going concern for the next twelve months is dependent upon
our ability to generate sufficient cash flows from operations to meet our obligations,
nd/or to obtain additional capital financing from investors and/or third parties. No assurance
can be given that we will be successful in these efforts. These factors, among others, raise
substantial doubt about our ability to continue as a going concern
for a reasonable period of time.

We depend on certain key personnel and must attract and retain additional talent.
Our future success depends on the efforts of key personnel and consultants, including,
our Chief Executive Officer, President and director, Richard Behlmann.  As we grow, we
will need to attract and hire additional employees in sales, marketing, design,
development, operations, finance, legal, human resources and other areas. Depending on
the economic environment and our performance, we may not be able to locate or attract
qualified individuals for such positions when we need them. We may also make hiring
mistakes, which can be costly in terms of resources spent in recruiting, hiring and
investing in the incorrect individual and in the time delay in locating the right
mployee fit. If we are unable to attract, hire and retain the right talent or
make too many hiring mistakes, it is likely that our business will suffer from not having
the right employees in the right positions at the right time. This would likely
adversely impact the value of your investment.

In addition, without Dr William Paske, the technology used to grow the company would
be seriously at risk.  ROI is grooming the COO (David Paske) to learn and technically
support the technology established to date.  ROI needs to hire a strong scientist to
support the development of the companys research and products to come.

Failure to obtain necessary regulatory approvals from the Food and Drug Administration
or othergovernmental agencies, may prevent us from expanding the sales of products in
he medical community.

	ROI has maintained the following license requirements:
	State licenses required for manufacturing systems
	Labeler Identification Code (LIC) completed for FDA GUDID (Global Unique
Device Identification Database) registration
	GUDID account approved by FDA
	Documentation for FDA regulations has been updated

We face significant market competition.
We compete with larger, more established companies who currently have an established
market and/or various product development programs. Many of our competitors have more
access to capital and marketing/sales channels and human resources than we do. They may
succeed in developing and marketing competing products earlier than us, or products that
are superior to ours. There can be no assurance that our competitors will not render our technology
 or product obsolete or that the products developed by us will be preferred to any
existing or newly developed technologies. It should further be assumed that competition
will intensify.

Risks of borrowing.
We have no loans outstanding.   Aside from our company credit cards, we have established
 a loan history which could limit our capability in seeking loans from financial
institutions in the future.

Our intellectual property could be unenforceable or ineffective.
One of our most valuable assets is our intellectual property. In addition to holding
various patents, we need to complete and file additional patents.  However, such
atents may never be issued or certain claims may be rejected or may need to be narrowed,
 which may limit the protection we are attempting to obtain. In addition, companies,
organizations, or individuals, including competitors, may hold or obtain patents,
trademarks, or other proprietary rights that would prevent, limit, or interfere with
our ability to make, use, develop, sell, or market our detection systems which would make
it more difficult for us to operate our business. These third parties may have applied
for, been granted, or obtained patents that relate to intellectual property, which competes with our
intellectual property or technology. This may require us to develop or obtain alternative
 technology, or obtain appropriate licenses under these patents, which may not be
available on acceptable terms or at all. Such a circumstance may result in us having
to significantly increase development efforts and resources to redesign our technology
in order to safeguard our competitive edge against competitors. There is a risk that our
means of protecting our intellectual property rights may not be adequate,
and weaknesses or failures in this area could adversely affect our business or
reputation, financial condition, and/or operating results.

We depend on technology and advanced information systems, which may fail or be
subject to disruption. There are no assurances that our software and website will be
uninterrupted or fully secure, or that users will be willing to access, adopt, and
use our website and software. Further, our software systems may be the target of
malicious attacks seeking to identify and exploit weaknesses in our software. Cyber-attacks
 may target vendors, customers or other third parties, or the communication infrastructure
on which they depend. Despite good faith efforts by us to mitigate the risks associated
with cyber-attacks through various security protocols, an attack or a breach of security
could result in a loss and theft of private data, violation of applicable privacy and
other laws, significant legal and financial exposure, damage to reputation, and a
loss of confidence in security measures, any of which could have a materially adverse
effect on our business.  The  integrity, reliability, and operational performance of our
information technology (IT) infrastructure are critical to our operations. Our IT
infrastructure may be damaged or interrupted by increases in usage, human
error, unauthorized access, natural hazards or disasters, or similarly disruptive events.
Furthermore, our systems may be unable to support a significant increase in traffic or
increase in user numbers, whether as a result of organic or inorganic growth of the business.
While we have taken several measures to safeguard against a failure of our IT infrastructure,
or the telecommunications and/or other third-party infrastructure on which
such infrastructure relies, could lead to significant costs and disruptions that
could reduce revenue, damage our reputation, and have a materially adverse effect on our
operations, financial performance, and prospects.  We intend to institute business
continuity procedures and security measures to protect against network or IT failure or
 disruption. However, these procedures and measures may not be effective against all forms of
disruptions and may not ensure that we are able to carry on our business. Should these
measures and protections fail to operate as intended or at all, they may not prevent a
material disruption to our operations, and the consequence of such would have a materially
adverse effect on our financial performance and prospects.
We do not guarantee that the use of applications and systems designed for system security
will effectively counter evolving security risks or address the security concerns of existing
and potential users. Any failures in our security measures could have a materially adverse
effect on our business, financial condition, and results of operations. In addition, our
controls may not be effective in detecting or preventing any intrusion or other
 security breaches, or safeguarding against sabotage, hackers, viruses, and other forms of
cybercrime. Any failure  in these protections could harm our reputation and have a materially
adverse effect on our operations, financial performance, and prospects.  We store investor,
customer and vendor personal and other sensitive information/digital  data using secure HIPAA
compliant systems.  Any accidental or willful security breaches or other unauthorized
access could cause the theft and criminal use of this data and/or theft and criminal use
of our information. Security breaches or unauthorized access to confidential information
could also expose us to liability related to the loss of the information, time consuming
and expensive litigation, and negative publicity. If security measures are breached because
of third-party action, employee error, malfeasance or otherwise, or if design flaws
in our software are exposed and exploited, and, as a result, a third party obtains
unauthorized access to any of our investor, customer or vendor data, our relationships
with our investors, customers, vendors, and/or other third parties will be severely
damaged, and we could incur significant liability.   Since techniques used to  obtain
unauthorized access or to sabotage systems change frequently and generally are not
recognized until they are launched against a target, we and any third-party hosting
facility that we may use, may be unable to anticipate these techniques or to implement
adequate preventative measures.

Natural disasters and other events beyond our control could materially adversely affect us.
Natural disasters or other catastrophic events may cause damage or disruption to our
operations, international commerce and the global economy, and thus could have a strong
negative effect on us. Our business  operations are subject to interruption by natural disasters,
fire, power shortages, pandemics and other events  beyond our control. Although we maintain
crisis management and disaster response plans, such events could make it difficult or
impossible for us to deliver our services to our customers and could decrease demand for our
 services. In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan,
China. The World Health Organization has since declared the outbreak to constitute a pandemic.
The extent of the impact of COVID-19 on our operational and financial performance has depended
on certain developments, including the duration and spread of the outbreak which has
adversely impacted our market development.  At this point, the extent to which COVID-19 may
further impact our financial condition or results of operations is uncertain.

We do NOT store personally identifiable information of consumers.
Our HIPAA compliant servers do store clients data.  This data does not contain identifying
names or SS numbers.  We do store date of birth, gender, dominant hand and a computer-generated
ID which is not regionally linked.

If critical components or raw materials used to manufacture our products become scarce or
unavailable, then we may incur delays in manufacturing and delivery of our products, which could
damage our business. We obtain hardware components, various subsystems and systems from a
limited group of suppliers. We do not have long-term agreements with any of these suppliers that
obligate them to continue to sell components, subsystems, systems or products to us. Our
reliance on these suppliers involves significant risks and uncertainties, including
 whether our suppliers will provide an adequate supply of required components, subsystems, or
systems of sufficient quality, will increase prices for the components, subsystems or systems
and will perform their obligations on a timely basis.  Particularly, the market for electronic
components is experiencing increased demand, creating substantial uncertainty regarding our
suppliers continued production of key components for our products. If we are unable to obtain
components from third party suppliers in the quantities and of the quality that we require, on a
timely basis and at acceptable prices, then we may not be able to deliver our products on a timely
or cost-effective basis to our customers, which could cause customers to terminate their  contracts
with us, increase our costs and seriously harm our business, results of operations and financial
condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or
unwilling to provide us with raw materials or components, then we may have to find new suppliers.
It may take several months to locate alternative suppliers, if required, or to redesign
our products to accommodate components from different suppliers. We may experience significant
 delays in manufacturing and shipping our products to customers and incur additional development,
manufacturing and other costs to establish alternative sources of supply if we lose any of these
 sources or are required to redesign our products. We cannot predict if we will be able to obtain
replacement components within the time frames that we require at an affordable cost,
if at all.

Our CTO officer and a director, owns a majority of our voting shares
As of the date of this Offering Circular, our CEO and director, controls approximately 54% of
our voting power. Therefore, Dr. Paske is able control our management and affairs and most matters
requiring stockholder approval, including, but not limited to, the election of directors and approval
of significant corporate transactions. This concentration of ownership and voting power may have
the effect of delaying or preventing a change in control, which may not be in the best interest of
our other stockholders.

We are not likely to pay cash dividends in the foreseeable future.
We currently intend to retain any future earnings for use in the operation and expansion of
our business.  Accordingly, we do not expect to pay any cash dividends in the foreseeable future but
will review this policy as circumstances dictate.

PRINCIPAL SECURITY HOLDERS
Set forth below is information regarding the beneficial membership in our LLC, as of December 31, 2021
each person whom we know owned, beneficially, more than 20% of the outstanding shares of our voting
securities calculated by voting power, and (ii) all of the current officers and directors as a group. All
 membership shares are equal in voting power.

More than 20%
Name, Address	                                 Shares	       Percent
William C Paske, CTO, VP R&D
3331 Confederate Ct                           1,910,596	        54.5%
Missouri City, TX  77459


Officers/Directors
Richard Behlmann, CEO, President
1810 Hickory Chase Dr                            312,500         8.9%
Katy, TX  77450

David A Paske, COO
2495 S Mason Rd, Apt 1037                         75,100	2.1%
Katy, TX  77450

Karen A Smith, Advisor
1010 Van Buren St                                 512,500	14.6%
Houston, TX  77019

Elizabeth A Smith, Advisor
1015 Ashford Parkway                              252,500	7.2%
Houston, TX  77077


OUR SECURITIES
Our authorized capital stock consists of 10,000,000 shares of common stock, par value $0.0001 per share,
which are designated as Class A Voting Common Stock.   As of December 31, 2021, we had 3,505,261
Class A Shares outstanding.

Voting
The holders of our Class A Shares are entitled to one vote per share.

Dividends
The holders of Common Stock, regardless of class, will be entitled to receive pro rata dividends, if any,
declared by our Board out of legally available funds, based on the number of shares of Common Stock
that they hold, bears to the total number of outstanding shares of Common Stock.

SIGNATURES
Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation
Crowdfunding (227.100-503), the issuer certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by
the duly authorized undersigned, on April, 26   2022.

Red Oak Instruments, LLC

By


___________________________________
Name:  Richard A Behlmann
Title: Chief Executive Officer