BRAIN SCIENTIFIC INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

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Forward Looking Statements

The following discussion should be read in conjunction with our unaudited
financial statements and related notes included in Item 1, “Financial
Statements,” of this Quarterly Report on Form 10-Q. Certain information
contained in this MD&A includes “forward-looking statements.” Statements which
are not historical reflect our current expectations and projections about our
future results, performance, liquidity, financial condition and results of
operations, prospects and opportunities and are based upon information currently
available to us and our management and their interpretation of what is believed
to be significant factors affecting our existing and proposed business,
including many assumptions regarding future events. Actual results, performance,
liquidity, financial condition and results of operations, prospects and
opportunities could differ materially and perhaps substantially from those
expressed in, or implied by, these forward-looking statements as a result of
various risks, uncertainties and other factors, including those risks described
in detail in the section entitled “Risk Factors” of this Quarterly Report on
Form 10-Q.

Forward-looking statements, which involve assumptions and describe our future
plans, strategies, and expectations, are generally identifiable by use of the
words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the
negative of these words or other variations on these words or comparable
terminology.

In light of these risks and uncertainties, and especially given the nature of
our existing and proposed business, there can be no assurance that the
forward-looking statements contained in this section and elsewhere in this
Quarterly Report on Form 10-Q will in fact occur. Potential investors should not
place undue reliance on any forward-looking statements. Except as expressly
required by the federal securities laws, there is no undertaking to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other reason.



Overview


The Company is a MedTech company with two cutting edge product lines: Neurology
and Motion Products. Since October 1, 2021, the Company has had two
subsidiaries, each of which is focused on one of our complimentary Product
lines. The Neurology Products of Memory MD are designed for neurology-focused
medical devices. The Motion Products of Piezo are piezoelectric motors which are
fast, precise, tiny and powerful. The piezo motors are designed for and
expected to have valuable and beneficial uses as motors within medical devices
and devices outside of the MedTech industry. We have developed twelve motor
platforms and an ultra-precise micro dosing pump, each of which is presently
available commercially. We are also currently developing additional motion
products that leverage our patented intellectual property.

We were initially organized on November 18, 2013 as a Nevada limited liability
company under the name Global Energy Express LLC by the filing of articles of
organization with the Secretary of State of the State of Nevada. On December 18,
2015
, we converted from a Nevada limited liability company under the name Global
Energy Express LLC
to a Nevada corporation under the name All Soft Gels Inc. by
the filing of articles of conversion and articles of incorporation with the
Secretary of State of the State of Nevada. On September 18, 2018, we changed
our name from All Soft Gels Inc. to Brain Scientific Inc. and changed our ticker
symbol on the OTC Pink market to “BRSF”.

On September 21, 2018, we entered into a merger agreement (the “Merger
Agreement”) with MemoryMD, Inc. and AFGG Acquisition Corp. to acquire MemoryMD,
Inc.
(the “Acquisition”). The transactions contemplated by the Merger Agreement
were consummated on September 21, 2018 and, pursuant to the terms of the Merger
Agreement, all outstanding shares of MemoryMD were exchanged for shares of our
common stock. Accordingly, we acquired 100% of Memory MD, Inc. in exchange for
the issuance of shares of our common stock and MemoryMD, Inc. became our
wholly-owned subsidiary. In conjunction with the Acquisition, we ceased all
direct operations and assigned all of our assets and liabilities from prior to
the Acquisition, and assumed and commenced the business of MemoryMD as the sole
business of the Company.



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On June 11, 2021, we entered into another merger agreement (the “Piezo Merger
Agreement”) with Piezo Motion Corp. and BRSF Acquisition Corp. to acquire Piezo.
(the “Piezo Acquisition”). The transactions contemplated by the Piezo Merger
Agreement were consummated on October 1, 2021. Pursuant to the terms of the
Piezo Merger Agreement, all outstanding shares of Piezo were exchanged for
shares of our common stock. Accordingly, we acquired 100% of Piezo in exchange
for the issuance of shares of our common stock and Piezo became our wholly-owned
subsidiary.

The financial statements are represented based upon the Piezo financials up
until the Piezo Acquisition. The combined company financials are provided
inclusive of the BSI operations for the fourth quarter of 2021. The accounting
is based upon reverse merger accounting due to the majority of outstanding
shares after the Piezo Acquisition were with the Piezo shareholders.

The majority of revenue in 2021 is from 4th quarter sales from our subsidiary
which operates as a distributor of third-party medical devices in Russia (except
for $38,309 from Piezo sales and $6,194 of sales from MemoryMD in the U.S.).
Sales of $93,664 in 2020 were based upon sale of piezoelectric motors, including
non-recurring engineering consulting and software licensing revenue. While we
intend to continue the sale of third-party medical devices, we do not intend for
it to be our primary source of revenue in the long-term. The Russian invasion of
Ukraine on February 24, 2022 may have impact on our ability to continue the
Russian operations. We also can give no assurance that any revenue we generate
from so acting as a distributor of third-party medical devices will continue,
will continue to be material or will be sufficient to enable us to continue our
operations. We have no supply or distribution agreements in place with respect
to such business. In the event that we see an opportunity to sell such products,
we procure them and then re-sell them.

We have limited resources. To date, our primary activities have been limited to,
and our limited resources have been dedicated to, commercializing our
piezoelectric motors, NeuroCap and NeuroEEG. performing business and financial
planning, raising capital, recruiting personnel, and conducting development
activities, although we have acted as a distributor of third-party medical
devices in Russia (which has generated revenue for us in 2021. Both our
Neurology Products and Motion Products are production ready for manufacture and
sale. For all our Products we have commenced some non-recurring, initial sales.



Financial Overview



Revenue


Revenues for the three months ended March 31, 2022 were generated primarily from
the Russian subsidiary for distributing third-party medical devices in Russia
(including those purchased from a company affiliated with one of our former
officers and directors), while we continue to commercialize our products. While
we intend to continue generating revenues through the sale of third-party
medical devices, we do not intend for it to be our primary source of revenue in
the long-term. Sales for piezoelectric motors decreased from 2021 as the Company
focused on the final commercialization of the Blue Series of motors. Revenues
for the three months ended March 31, 2021 of $1,475 related to the sales of
evaluation kits. We do not expect to generate recurring, material revenue from
our products unless or until we successfully commercialize our products. If we
fail to successfully commercialize our developed products or fail to complete
the development of any other product candidate we may pursue in the future, in a
timely manner, or fail to obtain regulatory approval, we may not be able to
solely rely on generating substantial and material revenue from the distribution
of third-party medical devices.



General and Administrative


General and administrative expenses consist primarily of personnel-related costs
for administration, product management, for personnel in functions not directly
associated with sales and marketing or research and development activities.
Other significant costs include rent, travel, legal fees relating to corporate
matters, intellectual property costs, professional fees for consultants
assisting with regulatory, product development and financial matters, and
product costs. We anticipate that our general and administrative expenses will
be steady in the near to support our continued commercialization of our Products
and maintaining the infrastructure for a public company.



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Research and Development


Research and development expenses consist of expenses incurred in performing
research and development activities in developing our Products. Research and
development expenses include compensation and benefits for research and
development employees, overhead expenses, cost of laboratory supplies, costs
related to regulatory operations, fees paid to consultants, and other outside
expenses. Research and development costs are expensed as incurred and costs
incurred by third parties are expensed as the contracted work is performed.

We expect our research and development expenses to be maintained at the current
level until we begin generating revenue from our existing Neurology and Motion
Products. We anticipate it will then begin to increase as we exploit additional
patents in our Motion Products and develop our Neurology Products, including
conducting preclinical testing and clinical trials.



Interest Expense


Interest expense primarily consists of costs and interest costs related to the
convertible notes we issued in 2022 and 2021. The convertible notes bear
interest at fixed rate of 10% per annum.



Results of Operations


The following table sets forth the results of operations of the Company for the
three months ended March 31, 2022 and 2021.



                                  Three Months Ended         Period to
                                       March 31,               Period
                                  2022           2021          change
Revenue                        $   159,588$   1,475$  158,113
Cost of goods sold             $   106,675$     575$  106,100
Research and development       $    84,717$  55,165$   29,552
Professional fees              $   187,766$  50,057$  137,709
Sales and marketing expenses   $   191,471$  43,773$  147,698
General and administrative     $ 1,185,457$ 559,462$  625,995
Share based compensation       $   298,301     $       -     $  298,301
Interest expense               $   271,919$  58,785$  213,134

Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2022



Revenues


Revenue for the three months ended March 31, 2022 was $159,588, compared to
$1,475 for the three months ended March 31, 2021. In the three months ended
March 31, 2022 and 2021, we generated our revenue primarily through our Russian
subsidiary acquired in the merger, acting as a distributor of third-party
medical devices in Russia (including those purchased from a company affiliated
with one of our former officers and directors). Revenues for the three months
ended March 31, 2021 of $1,475 related to the sales of evaluation kits.

General and administrative expenses

General and administrative expenses were $1,185,457 for the three months ended
March 31, 2022, compared to $55,165 for the three months ended March 31, 2021.
The increase in general and administrative expenses was primarily due to an
increase in payroll and related expenses, and amortization of intangible assets.

Research and development expenses

Research and development expenses were $84,717 for the three months ended March
31, 2022
, compared to $55,165 for the three months ended March 31, 2021. The
increase in research and development expenses were primarily due to increased
activities in our Ukranian office as well as payroll expenses.



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Professional fees


Professional fees were $187,766 for the three months ended March 31, 2022,
compared to $50,057 for the three months ended March 31, 2021. The increase was
primarily due to an increase in legal, accounting and consulting fees in the
current quarter due to regulatory filings and requirements, and fund-raising
activities.




Interest expense



Interest expense for the three months ended March 31, 2022 was $271,919,
consisting of interest expense of $255,466 and amortization of debt issuance
costs and discounts of approximately $16,453 related to the Company’s
convertible and non-convertible promissory notes.

Liquidity and Capital Resources

While we have generated revenue in 2022 and 2021, we anticipate that we will
continue to incur losses for the foreseeable future, including after any
consummation of the Merger with Piezo, which we can give no assurance of
success. Furthermore, substantially all of such revenue was generated through
acting as a distributor of third-party medical devices in Russia, and we did not
have any material sales of our products. We anticipate that our expenses will
increase substantially as we develop our products and pursue pre-clinical
testing and clinical trials, seek any further regulatory approvals, contract to
manufacture any products, establish our own sales, marketing and distribution
infrastructure to commercialize our products, hire additional staff, add
operational, financial and management systems and operate as a public company.
We also expect to increase our expenses as a result of the Merger.

Historically, our primary source of cash has been proceeds from the sale of
convertible promissory notes and related party loans. We have also from time to
time issued shares of our common stock to individuals and entities as payment
for services rendered to us in lieu of cash.

We have no current source of revenue to sustain our present activities other
than as acting as a distributor of medical devices in Russia (including those
purchased from a company affiliated with one of our offices and directors),
which is not our primary business goal, and we do not expect to generate
material revenue, from our products until, and unless, the FDA or other
regulatory authorities approve our products under development, and we
successfully commercialize our products. Until such time, if ever, as we can
generate substantial product revenue, we expect to finance our cash needs
through our distributorship revenue, a combination of equity (preferred stock or
common stock) and debt financings as well as collaborations, strategic alliances
and licensing arrangements. We do not have any committed external source of
funds. To the extent that we raise additional capital through the sale of equity
or convertible debt securities, the ownership interest of our stockholders will
be diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect your rights as a common stockholder. Debt
financing, if available, may involve agreements that include covenants limiting
or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends. If we raise
additional funds through collaborations, strategic alliances or licensing
arrangements with third-party partners, we may have to relinquish valuable
rights to our technologies, future revenue streams or grant licenses on terms
that may not be favorable to us. If we are unable to raise additional funds
through equity or debt financings or through collaborations, strategic alliances
or licensing arrangements when needed, we may be required to delay, limit,
reduce or terminate our Product development, future commercialization efforts,
or grant rights to develop and market our cortical strip, grid electrode and
depth electrode technology that we would otherwise prefer to develop and market
ourselves.

Our independent registered public accounting firm included an explanatory
paragraph in its report on our financial statements as of and for the years
ended December 31, 2021 and 2020, noting the existence of substantial doubt
about our ability to continue as a going concern. This uncertainty arose from
management’s review of our results of operations and financial condition and its
conclusion that, based on our operating plans, we did not have sufficient
existing working capital to sustain operations for a period of twelve months
from the date of the issuance of these financial statements.

We will require additional funds and/or generate revenues, to continue to fund
operations of the company.



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During the three months ended March 31, 2022, we issued convertible promissory
notes in the amount of $1,150,000. We may obtain additional financing in the
future through the issuance of our common stock, through other equity or debt
financings or through collaborations or partnerships with other companies. We
may not be able to raise additional capital on terms acceptable to us, or at
all, and any failure to raise capital as and when needed could compromise our
ability to execute on our business plan.

The development of our products is subject to numerous uncertainties, and we
have based these estimates on assumptions that may prove to be substantially
different than we currently anticipate and could use our cash resources sooner
than we expect. Additionally, the process of developing medical devices is
costly, and the timing of progress in pre-clinical tests and clinical trials is
uncertain. Our ability to successfully transition to profitability will be
dependent upon achieving a level of product sales adequate to support our cost
structure. We cannot assure you that we will ever be profitable or generate
positive cash flow from operating activities.

Net cash used in operating activities

Net cash used in operating activities was $1,493,658 for the three months ended
March 31, 2022 compared to $672,962 for the three months ended March 31, 2021.
This fluctuation is primarily due to an increase in net loss of $1,505,934 and a
gain on lease settlement of $1,660, partially offset by increases in share based
compensation expenses of $298,301, depreciation and amortization expenses of
$195,350, amortization of debt discount of $16,454 and a decrease in cash used
in working capital of $64,455.

Net cash used in investing activities

Net cash used in investing activities was $6,508 for the three months ended
March 31, 2022, compared to $20,122 for the three months ended March 31, 2021.
The decrease was due primarily to a decrease in purchases of property and
equipment.

Net cash provided by financing activities

Net cash provided by financing activities was $1,060,759 for the three months
ended March 31, 2022, which primarily consisted of the issuances of convertible
promissory notes for aggregate gross proceeds of $1,150,000, offset by the
partial repayments of non-convertible promissory notes and accrued interest in
the amount of $89,241.

Net cash provided by financing activities was $1,319,982 for the three months
ended March 31, 2021, which consisted of proceeds from the issuances of
convertible promissory notes.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America
, or GAAP. The preparation of these financial statements requires us to
make estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities as of
the dates of the balance sheets and the reported amounts of revenue and expenses
during the reporting periods. In accordance with GAAP, we base our estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances at the time such estimates are made. Actual
results may differ materially from our estimates and judgments under different
assumptions or conditions. We periodically review our estimates in light of
changes in circumstances, facts and experience. The effects of material
revisions in estimates are reflected in our financial statements prospectively
from the date of the change in estimate.

While our significant accounting policies are more fully described in the notes
to our financial statements appearing elsewhere in this Report, we believe the
following are the critical accounting policies used in the preparation of our
financial statements that require significant estimates and judgments.



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Use of Estimates: The preparation of consolidated financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates in the accompanying consolidated financial statements include the
estimates of useful lives for depreciation, the valuation of stock options, and
the valuation of derivative liabilities.

Fair Value of Financial Instruments: Fair value is defined as the price that
would be received to sell an asset, or paid to transfer a liability, in an
orderly transaction between market participants. A fair value hierarchy has been
established for valuation inputs that gives the highest priority to quoted
prices in active markets for identical assets or liabilities and the lowest
priority to unobservable inputs. The fair value hierarchy is as follows:

? Level 1 Inputs – Unadjusted quoted prices in active markets for identical

assets or liabilities that the reporting entity has the ability to access at

   the measurement date.



? Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are

observable for the asset or liability, either directly or indirectly. These

might include quoted prices for similar assets or liabilities in active

markets, quoted prices for identical or similar assets or liabilities in

markets that are not active, inputs other than quoted prices that are

observable for the asset or liability (such as interest rates, volatilities,

prepayment speeds, credit risks, etc.) or inputs that are derived principally

from or corroborated by market data by correlation or other means.

? Level 3 Inputs – Unobservable inputs for determining the fair values of assets

or liabilities that reflect an entity’s own assumptions about the assumptions

that market participants would use in pricing the assets or liabilities.

Financial instruments consist of cash and cash equivalents, accounts receivable,
accounts payable and borrowings. The fair value of current financial assets and
current financial liabilities approximates their carrying value because of the
short-term maturity of these financial instruments.

Income Taxes. The Company accounts for income taxes under the asset and
liability method, as required by the accounting standard for income taxes, ASC
740. Under this method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis, as well as net operating loss carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

Stock Based Compensation. The Company accounts for the grant of restricted stock
awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718
requires companies to recognize in the statement of operations the grant-date
fair value of equity-based compensation. The expense is recognized over the
period during which the employee is required to provide service in exchange for
the compensation. Any remaining unrecognized balance will be recognized ratably
over the life of the vesting period and is a reduction of stockholders’ equity.

The Company accounts for non-employee share-based awards in accordance with the
measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to
Non-Employees.”

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective
accounting pronouncements, when adopted, will have a material effect on the
accompanying consolidated financial statements, other than those disclosed
below.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06,
“Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU
2020-06”). ASU 2020-06 simplifies the accounting for certain financial
instruments with characteristics of liabilities and equity, including
convertible instruments and contracts on an entity’s own equity. The ASU is part
of the FASB’s simplification initiative, which aims to reduce unnecessary
complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years
beginning after December 15, 2023, and interim periods within those fiscal
years. The Company is currently evaluating the impact ASU 2020-06 will have on
its financial statements.



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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.

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