SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2014~~2015

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 333-1258321

5BARz International Inc.

(Name of small business issuer in its charter)

Nevada	26-4343002
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

9444 Waples Street, Suite 140 San Diego, California	92121
(Address of principal executive offices)	(Zip Code)

877-723-7255

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No [X]

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]

Indicate by checkmark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III if this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year: None.

At June 30, ~~2014~~2015, the end of our second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was approximately $2923,~~970~~751,~~598~~643 based on the closing price of $0.2210 as reported on the Over-the-Counter Bulletin Board.

Number of shares of the registrant’s common stock outstanding as of ~~March~~April 207, ~~2015~~2016 was ~~218~~340,~~974~~994,~~013~~687.

DOCUMENTS INCORPORATED BY REFERENCE: None

5BARz International Inc.

Form 10-K

PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	19
Item 2.	Properties	22
Item 3.	Legal Proceedings	2223
Item 4.	Mine Safety Disclosures	2324
PART II.
Item 5.	Market for Registrants Common Equity; Related Stockholder Matters and Issuer Purchase of Equity Securities	24
Item 6.	Selected Financial Data	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	3029
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3536
Item 8.	Financial Statements and Supplementary Data	3637
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3738
Item 9A.	Controls and Procedures	3738
Item 9B.	Other Information	3839
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	3840
Item 11.	Executive Compensation	4044
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4146
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4147
Item 14.	Principal Accounting Fees and Services	4248
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	4450
	SIGNATURES	4550

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. Forward-looking statements include those that address activities, developments or events that we expect or anticipate will or may occur in the future. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the captions "Risk Factors" beginning on page 2019, "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 2729, and elsewhere in this Annual Report. We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

As used in this Annual Report, the terms "we," "us," "our," "5BARz" and the "Company" mean 5BARz International Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

The disclosures set forth in this report should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, ~~2014~~2015. Because of the nature of a relatively new and growing company, the reported results will not necessarily reflect the operating results that will be achieved in the future.

PART I

Item 1. Business

General

5BARz International Inc. (“5BARz” or the “Company”) designs, manufactures and sells a line of cellular network infrastructure devices for use in the office, home and mobile market places. The Companies products incorporate multiple patented technologies to create a highly engineered, single-piece, plug ‘n play device that strengthens weak cellular signals to deliver high quality signals for voice, data and video reception on cell phones and other cellular equipped devices. The 5BARz™ solution represents a very significant improvement for cellular network carriers in providing a clear, reliable, high quality signal for their subscribers with a growing need for high quality connectivity. The Company has developed both a fixed unit, called a cellular network extender, to be used in your home or office, and a mobile device designed for use in your automobile, RV, water craft etc. The Company’s products are engineered to incorporate a great number of features more fully addressed herein. Our products are designed to significantly improve the operation of cellular networks in the vicinity of the user, reducing the frustration experienced by cellular users globally.

The Company is in the process of developing the global commercialization of the cellular network extenders through cellular network operators, with each sector of integration to be managed in geographic areas. The initial business focus is currently in India, with formative steps taken in Latin America, the U.S. and Western European market sectors.

We were incorporated in Nevada on November 17, 2008 and the Company has offices in the States of Washington, California and Florida. The address of the Company’s Innovation Center in San Diego is 9444 Waples Street, Suite 140, San Diego, California, 92121, and our centralized telephone number is 877-723-7255. Our web site is www.5BARz.com. Through a link on the Investor Relations section of our website, we make available the following filings as soon as reasonably possible after they are electronically filed with the Securities and Exchange Commission (SEC): our Annual Report on Form 10K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13 (a) or 15(d) of the Exchange Act. All such filings are available free of charge. The information posted on our web site is not necessarily incorporated into this report.

Strategy and focus areas

Our focus is on three foundational priorities;

Leadership in our core business, maintaining the highest standards in developing highly engineered devices to manage cellular signal in the vicinity of the user.

Effective collaboration with cellular network operators to ensure that our products fully meet their needs in providing their subscriber base with a portfolio of state of the art solutions for maintaining excellence in cellular connectivity.

Architectural design creation, to facilitate the effective integration of the Companies product into new and innovative applications, from home and office to mobile applications, applications built into automobiles, computers and numerous other specific target markets.

The Company is uniquely positioned to take advantage of recent market transitions. As more and more users are migrating to the use of cellular equipped devices for communication, internet access, navigation and even entertainment, consumer demand for clear and consistent cellular signal has never been more important. In our opinion, this evolution driven by mobile device proliferation is in early stages. 5BARz is uniquely positioned to meet this growing demand with their developing line of product.

The Company has recently unveiled a highly evolved innovative, carrier grade device, incorporating technologies and a combination of functionality which represents the most advanced product developed in this market, to date. This next generation cellular network extender, branded as 5BARz™ incorporates patented technology to create a highly engineered, single-piece, plug ‘n play unit that stabilizes and strengthens weak cellular signals to deliver higher quality signal for voice, data and video reception on cell phones, and other cellular equipped devices.

The 5BARz Cellular Network Extender was ~~unveiled~~ unveiled at the Mobile World Congress in Barcelona, Spain, March 2014. Since that time the product has undergone significant ~~product~~ product field testing in international locations and improvements during the year, resulting in a product which management ~~consider to~~considers to be ready for deployment.

This product supports 2G & 3G technologies for cellular devices, and has been designed in configurations which operate on either a single frequency or multiple frequencies. The technology has successfully integrated both send and receive antennae into the single device, and hosts an abundance of features which have never before been integrated into a single portable cellular device.

The Company’s initial product, the Road Warrior, won the prestigious 2010 innovation of the year award at CES (the largest consumer electronics show in the world) for achievements in product design and engineering. The Road Warrior, has passed FCC Certification, and has been produced in limited quantities to date by a contract manufacturer in the Philippines. Production of that product has been limited to a volume of 16,000 units, subject to the terms of a single purchase order and deployment strategy. 5BARz current technological developments have eclipsed the original Road Warriors produced.

Management at 5BARz are confident that this new cellular device will alleviate much of the frustration experienced by users globally associated with weak or compromised cellular signal. This technology facilitates cellular usage in areas where structures, create “cellular shadows” or weak spots within metropolitan areas, and highly congested areas such as freeways, and also serves to amplify cellular signal as users move away from cellular towers in urban areas. The market potential of the technology is far reaching.

The market opportunity for the 5BARz™ technology represents some 6.8 billion cell phone subscribers worldwide serviced by 900 cellular network operators. These cellular network operators represent the Company’s primary point of entry to the Global marketplace.

The 5BARz business opportunity to bring this state of the art technology to market represents a significant step forward in the deployment of micro-cell technology in the industry.

Company History & Corporate Development

5BARz was incorporated on November 17, 2008, is a Nevada Corporation and was a designated shell Company until 2010. In 2010 the Company acquired the “Master Global Marketing and Distribution Rights” for the marketing and distribution of 5BARz™ products throughout the world from CelLynx Inc., a California based Company. In addition to the acquisition of the marketing and distribution rights, the Company acquired a 60% interest in the underlying intellectual property comprising the 5BARz™ products, and holds a security interest over the balance of those assets.

On March 27, 2012, 5BARz acquired a 60% controlling interest in CelLynx Group Inc. and it’s consolidated subsidiary CelLynx Inc. Cellynx was the original developer of the core technology underlying the 5BARz business.

On November 10, 2011, the Company incorporated a subsidiary Company in Zurich Switzerland called 5BARz AG. ~~At December 31, 2014, the Company held a 94.3% equity interest in that entity.~~ 5BARz AG ~~has~~had been granted the exclusive rights by way of a sub-license for the Sales and Marketing of the 5BARz™ products in the region, commonly referred to as the “DACH” in Europe, comprised of Germany, Austria and Switzerland. In November 2014, the Company was advised that an investment banking firm (BDC Investment AG, “BDC”) involved in the financing of 5BARz AG in Zurich Switzerland, was placed into liquidation by Swiss Authorities. ~~Certain~~and that certain other Companies funded by BDC including 5BARz AG were also ordered to liquidate. OnAt ~~January 8, 2015, a communication was issued by FINMA announcing~~ the ~~cessation~~date of ~~the~~ liquidation, ofMay ~~the~~18, ~~investment banking firm. 5BARz International~~2015, ~~Inc.~~the isCompany ~~seeking~~held a ~~similar~~94.3% ~~termination~~equity ofinterest ~~liquidation of their subsidiary~~ in 5BARz AG. ~~Should~~The ~~the~~license ~~liquidation not be terminated, the~~ agreement ~~with~~provided ~~5BARz AG provides~~ for the termination of the license agreement ~~provided~~in tothe ~~5BARz~~event AGof liquidation. The ~~assets~~Company reflected a loss of ~~5BARz~~$155,251 AGas ~~were~~a ~~written~~result ~~down~~of tothe ~~zero~~liquidation atof ~~December~~5BARz ~~31,~~AG ~~2014,~~for ~~representing~~the ayear ~~loss~~ended ofDecember ~~$14~~31,~~583~~ 2015.

On January 12, 2015, 5BARz International, Inc. incorporated another subsidiary Company, 5BARz International, SA DE CV in Mexico. The Company is a 99% owned subsidiary of 5BARz International, Inc. with the remaining 1% owned by Daniel Bland, the CEO of 5BARz International, Inc. The Company has obtained the necessary product approvals for the sale of the 5BARz Road Warrior product in Mexico, and has imported a limited inventory of product for resale in the Country.

On January 12, 2015, 5BARz India Private Limited was incorporated in India, a 99.9% subsidiary of 5BARz International, Inc. The Company has delivered prototype products into India in December 2014, and that product is experiencing very positive test results. ~~The~~During ~~Company~~the ~~has~~year ~~developed~~ended ~~interest~~December 31, 2015, 5BARz India Private Ltd. has worked with Tier 1 cellular network operators in the region, in presenting prototype product and calibrating the product for maximization of effectiveness in the region. As a result the Company has received purchase orders from ~~Tier~~two, 1tier one, cellular network operators in the region. The purchase orders are comprised of orders from 50 to 100 units each shipped into different areas in India. The aggregate sales under open purchase orders is $27,000 ~~with~~USD. The ~~testing~~Company ~~programs~~expects to expand this program in ~~process~~the upcoming year.

At December 31, ~~2014~~2015 the Company had five (5) full time employees and twenty-eight (28) consultants working with the Company globally.

Milestones

2007: A 5BARz™ working prototype was developed ofas an affordable consumer friendly single piece plug ‘n play booster with a minimum of 45dB of gain in both up and down paths. This was the initial proof of concept product.

July, 2008: Dollardex Group entered into an exclusive “Master Global Marketing and Distribution Agreement” (the “Distribution Agreement”) for the 5BARz™ products.

July 2009: First production run and FCC Certification of 5BARz Road Warrior

August 2009: Field testing and final modification of 5BARz Road Warrior

January 2010: 5BARz Road Warrior Selected as CES Innovations 2010 Design and Engineering Award. Marketing commenced in the Philippines for product designated for the U.S.

January 2011: 5BARz International Inc. acquires the “Master Global Marketing and Distribution Agreement” for the marketing and distribution of 5BARz™ products throughout the world, and enters into agreement for the acquisition of a 50% interest in the underlying intellectual property.

January 2011 – 5BARz International Inc. engages business development consultants in Latin America, to present the 5BARz Road Warrior product to R&D departments at major wireless carriers in the region for field testing. That program resulted in positive feedback and recommendations to help guide the further development of the product line.

March 2012 – 5BARz incorporated a subsidiary Company, 5BARz AgAG, and sub-licensed that entity the Sales and Marketing Rights for the region commonly referred to as the “DACH”, (Germany, Austria and Switzerland). The Company engaged the services of BDC Investment AG, of Zurich, Switzerland to finance our subsidiary which would help to develop this marketplace.

February/March 2012 – The Company formed an Advisory Board comprised of leading executives within the technology sector to assist in the integration of the 5BARz™ technology and products into global markets. See bios in news – www.5BARz.com

Dr. Gil Amelio – Director ATT, Former CEO – Apple Computer

Mr. Marcelo Caputo – CEO Telefonica USA

Mr. Finis Connor – Founder of Seagate Technology and Connor Peripherals

March 2012 – 5BARz International Inc. completed the acquisition of a 60% interest in CelLynx Group, Inc. (the originator of the 5BARz™ technology), developing a fully integrated subsidiary for the global deployment of the 5BARz™ business opportunity.

August 2012 – Internal Engineering develop functional prototype units of the revised cradle-less 5BARz™ cellular network extender with several new and improved features over the Road Warrior unit.

June 2013 – Company enters into a Technical Collaboration with a leading international Cellular Network Operator, to deliver a network extender that will be designed and built, based upon the 5BARz™ patented technology, to meet the specific requirements of that wireless network operator.

October 2013 – Company opens its state-of-the-art “innovation center” in San Diego, California. The center houses the 5BARz’ engineering division as it expands operations to accelerate development of the 5BARz™ technology.

November 2013 – 5BARz appoints Gil Amelio, former CEO of Apple Computers as Chairman of the Board of 5BARz International Inc.

February 2014 – 5BARz files several new patent applications.

February 2014 – 5BARz International, Inc. unveils the 5BARz Network Extender at the Mobile Wireless Congress in Barcelona, Spain. This new product is a highly evolved, innovative, carrier grade technology and device that delivers much improved cellular signals, enhanced voice, data, and video reception, on cellular equipped devices.

August 2014 - 5BARz Hires Top Industry Executive to Launch Latin American Operations, Marcelo Caputo, a successful industry executive and former CEO of Telefonica USA.

August 2014 – 5BARz makes initial delivery of custom designed prototype device to Tier 1, Cellular network operator in Latin America, for product field testing and evaluation.

November 2014 – 5BARz completes $3.5 Million dollar private placement, proceeds used to progress the Company’s technology and product line.

January 2015 – 5BARz engages David Habiger, an industry veteran and Senior Advisor at Silver Lake Partners and Venture Partner at Pritzker Group Venture Capital, as a member of its Advisory Board.

January 2015 – 5BARz incorporates subsidiary Company in Mexico, completes approvals on Road Warrior devices and imports limited inventory of product for resale.

~~March~~January 2015 – 5BARz establishes Subsidiary Company in India, and commences field trials on custom designed prototype products. The Company also commences collaboration arrangements with Tier 1 cellular operators. ~~On March 12, 2015 the Company hired Samartha Raghava Nagabhushanam, a leading Telecom executive, to serve as Managing Director and CEO of 5BARz India.~~

March 2015 - 5BARz India hires a Top Telecom Executive and engineer Mr. Samartha Raghava Nagabhushanam to serve as Managing Director and CEO of 5BARz India Private Limited.

March 2015 - 5BARz India signs an investment banking engagement agreement with Axis Capital Ltd. of Mumbai, India, with the intention of raising $20 million USD to fund operations. To date no funds have been raised under this agreement.

August 2015 – 5BARz receives initial purchase orders for product deliveries into Delhi and Mumbai India, from Vodafone, a Global Tier 1 Cellular Network operator.

September 2015 - 5BARz ships products into India pursuant to purchase orders referred to above. Initial testing results reflect data rate improvements up to 100%, elimination of dropped calls and a significant elimination of buffering for audio/video reception.

September 2015 – 5BARz presents at Axis Capital Emerging Champions Conclave 2015 in Mumbai, India. 5BARz has engaged Axis Capital for the raise of $20 million USD for the expansion of operations in the region. To date no funds have been received under this agreement.

October 2015 – 5BARz India expands its executive team with several new industry veterans joining the Company, including the former Head of Marketing across emerging markets for Vodafone consumer products, and a former executive with the consumer products business units of Samsung and LG Electronics.

December 2015 – 5BARz India expands operations with add on purchase orders received from Vodafone India Ltd.

March 2016 – 5BARz expands capital raising and market developments in India with investments of $1,110,000 during the month and the completion of the approval process with a new Tier 1 Cellular network operator in India. As a result the Company is an approved vendor to cellular network operators that represent 42% of the cell phone subscriber market in India.

The Market Opportunity

The market opportunity for the 5BARz™ technology represents ~~nearly~~ 7.3 billion cell phone ~~subscribers~~connections worldwide and is growing as a result of the ~~following~~ following factors;

·	Dead zones, weak signals, and dropped calls are the biggest problems in the industry. Now, by adding internet and video, the quality issue is increasing exponentially.

·	76% of cellular subscribers use their mobile phone as the primary phone

·	More consumers are using mobile phones for web browsing, up and down- loading photos, videos and music

·	More mobile phones are operating at higher frequencies which have less ability to penetrate buildings

·	Weak signals make internet applications inaccessible and slow and increase the drain on cell phone batteries.

· Forty percent of all mobile phone users report inadequate service in their homes or office and we estimate that 60% of the 67.83 billion mobile phone users worldwide consider continuous connectivity to be very important.

Consumer demand for quality in the cell phone user experience is becoming an increasingly important factor. The 5BARz™ technology meets this need. 5BARz is currently developing relationships with Cellular network operators internationally to integrate the 5BARz™ product into cellular networks globally.

Why Poor Signals Exist

A variety of factors may cause dropped calls and dead zones, including congestion, radio signal interference, tower hand-off, and lack of coverage. Despite continued infrastructure investment by operators, and antenna technology improvements by base station providers and mobile phone makers, these problems will continue for the foreseeable future. This is because many of the contributing factors can't be controlled by the operators and manufacturers. To understand how innovative 5BARz™ products are in improving phone signals, it's first important to understand the causes of poor signal quality.

Congestion

In 1999, sales of mobile phones surpassed combined sales of personal computers and automobiles. By 2010, mobile phones had replaced land-line phones in 30% of U.S. households. Smart phones, led by iPhones and Android phones, have become indispensible personal assistants. Laptop computer sales outnumber desktop computer sales, and most laptops are equipped with cellular data chipsets or USB modems. Apple's iPad has sparked the connected tablet market too. Vending machines, automobiles, mobile sensors, and many other devices include "machine to machine" cellular data modules. As a result, the number of cellular voice and data devices will soon exceed the number of people on Earth.

If sheer numbers weren't enough, new uses for mobile devices are causing even faster growth in bandwidth usage. Obvious uses include video entertainment, videoconferencing, downloaded and streaming music, MMS, email, and application downloads. Facebook, Twitter, Foursquare, and many other social networking applications put further load on operator networks. Also, surprising sources of traffic have emerged, such as deliberate "miscalls". A miscall is when one subscriber calls another, but hangs up before the receiving party answers. Since operators don't charge for these uncompleted calls, subscribers are using miscalls as a free way to communicate. In India, orders for milk are made this way. In Syria, five miscalls in a row signals the recipient to "go online" to the Internet and chat. In Bangladesh, it's estimated that up to 70% of traffic at peak times is due to miscalls. This practice isn't limited to countries with low per-capita income, and yet it places a high load on operator networks.

There are sources of congestion based on location and time, too. Transportation clusters like airports, major highway intersections, bridges, and toll road gates all bring many people together at peak times. Also, because of home land-line replacement, many residential neighborhoods have many mobile phones in simultaneous use in mornings and evenings. Lastly, local population growth and immigration can result in too many phones for existing infrastructure. Due to long planning times, investment requirements, local government permits, and construction time, it's difficult for infrastructure to keep up with the pace of change in many developing areas, especially in growth countries.

Radio Signal Interference

Interference comes from both obvious and subtle causes. Certain materials aren't transparent to radio signals, especially durable materials used in buildings, large structures, and even automobiles. As a result there are radio shadows in which a mobile phone can't sense the signal from a base station. In addition, radio signals from adjacent channels or reflected signals can interfere with each other due to wave cancellation effects. In some cases these forms of interference primarily attenuate the signal (make it weaker). However, interference can also add noise, so that the ratio of signal to noise becomes too low for the mobile phone and the base station to understand each other.

Tower Hand-Off

Mobile phone networks are called "cellular" networks because they are made up of overlapping areas of coverage that are provided by base stations in fixed locations. As a mobile subscriber travels by automobile or train, he will eventually reach the limit of a base station's coverage. At that point, his mobile phone will "hand off" to a base station for the next coverage area. If signal quality is poor due to interference, or if the new base station is congested with too many mobile phones, the subscriber's connection may be lost.

Lack of Coverage

Some rural or developing areas don't have enough people or population density for operators to justify the cost of installing base stations except at wide intervals. In these areas the signal strength from the base station or the mobile phone may be too low to create or maintain a connection. This results in "dead zones" or dropped calls.

Solutions to Poor Signal Quality

Operators know that dead zones, dropped calls, and poor voice quality are big problems, and that re-dialing while driving can be unsafe. Operators also are concerned about subscribers' ability to make emergency calls. They understand that people rely on mobile phones for business and connecting with family. As mobile phones replace landlines, operators are especially aware that mobile signal quality is critical. Operators also see that wireless data is increasingly important for personal and business use.

To help, operators work with phone and base station manufacturers to improve antenna performance. They invest in new base stations in growth areas. They invest in technologies that enable more connections per base station. Operators have even provided refunds for dropped calls.

However, many factors causing poor signal quality can't be controlled by operators. Therefore products have emerged to help, provided by operators or companies who sell to either operators or subscribers.

Femtocells

Operators can provide femtocells to subscribers with poor signal quality at home. Usually the subscriber pays for hardware, installation, or a monthly fee. Femtocells are carrier grade, and are like small base stations that communicate with operators by using the home Internet connection as a "backhaul". In addition to backhaul the incoming call is routed thru the internet as well, which leads to the degredation of a call when trying to access the internet as well as engaging in a call. Lastly, femtocells only work with phones from one operator, so families with phones from multiple operators may have to request multiple femtocells.

Repeaters

Repeaters are usually carrier-grade equipment and are programmed for a specific operator. They extend cellular networks into buildings and small offices. As with femtocells, installation is complex and if not done properly they can cause network problems. Unlike femtocells, repeaters do not use the local Internet connections, but rather receive and re-transmit the signals between base stations and mobile phones.

Boosters

Boosters are usually sold online and through retail. They vary widely in amplification power, quality of amplification, and power balance. For example, these products amplify signals at 1, 3, 5, or even 10 watts all the time. Using power over 1 watt increases the probability that a booster will interfere with surrounding mobile devices. Also, it would be more energy efficient to adapt amplification power as needed, rather than to simply use the same wattage constantly. Many boosters don't support balanced power in both directions between base station and mobile phone. This may result in only solving the signal quality problem in one direction. Since communication is bi-directional, this doesn't actually solve the problem. Varying quality of amplification also introduces noise, which can interfere with surrounding devices.

A New Class of Solution

5BARz has evaluated the causes of poor signal quality, the needs of both operators and subscribers, and the solutions in the market. Femtocells, repeaters, and boosters either don't solve all parts of the problem, or aren't optimal due to cost or other drawbacks. Using expertise starting with a team of engineers who designed sophisticated base station amplifiers for operators, 5BARz has developed a new class of carrier-grade technology. That engineering team grew to a multi-national teams of engineers working on project specific challenges integrated into the 5BARz™ products. The result is a highly engineered hybrid of repeaters and boosters, intended for use in automotive applications, home, and office. 5BARz has tested these products in the lab, in the real world, and with operators. These products advance the state of the art to provide the following advantages:

Low Power Use

5BARz™ products only amplify when required. The automotive products use less than 1/2 watt, while the home product uses less than 1 watt. This not only saves energy, but also minimizes interference with other wireless devices and the network itself. In fact, new rules being proposed by the U.S. Federal Communications Commission are expected to mandate low power standards such as 5BARz now provides.

Simple Setup

5BARz™ products don't require a technician to run wires, carefully determine proper location, or optimize orientation. No use of home Internet connection is required, and there are no switches or settings. The unit has a simple plug and play installation requirement.

Balanced Amplification

This feature, plays a key role in ensuring that the product does not interfere with the macro network, and is a feature covered by the Company’s patented technology. Receive and sent signals need automatic balance management in order for both directions of a communication channel to be improved. 5BARz™ products are not only smart about adapting amplification levels, but also about balancing amplification for incoming signals from the base station, and return signals from the mobile phone. This attribute is critical in that it ensures that the operation of the unit automatically avoids interference with the Macro Network. This automated process is a part of the 5BARz™ patented technology.

Signal Stability

5BARz has done extensive design, testing, and re-design to avoid a number of problems experienced by the antenna design of alternatives. For example, booster products can experience oscillations when people, animals, or vehicles move nearby. These oscillations can weaken the booster effect or cause interference with other wireless devices. Many booster products achieve size similar to 5BARz™' products by putting antennas close together in the same product package, but don't optimize radio wave interactions between those antennas. This weakens the boosters' effectiveness, and is one reason why other manufacturers compensate by using too much wattage, in turn wasting power and increasing the probability of interfering with other radio frequency devices and the network.

Integrated Antennae

The Company has developed and patented technology which facilitates the integration of both the receive and transmit antenna into the single device, without creating a feedback loop. This represents a very significant technological advance permitting the unit to be a self contained plug and play consumer electronic.

Broadband / Narrow band support

The Company’s products can provide amplification for bands from 5 to 60 Mhz.

Smart signal processing

The Company’s product is also capable of “interference & echo” cancellation, in addition to automatic noise suppression. As a result, the signal that reached your cell phone is both better quality and a stronger signal.

Self regulating intelligent power management

The unit is designed to sense cellular signal strength and will automatically adjust amplification to optimum levels.

Enhanced cell phone user experience

The 5BARz unit covers an area of some 4,000 square feet, providing a much increased voice experience and increased data throughput. In addition, the cell phone handset can experience power savings up to 80%.

Additional features

	·	May be factory tuned to specific channel or frequency
	·	Multi band 2G/3G support with 4G LTE coming soon
	·	No back-haul (internet access) required
	·	No latency
	·	Small footprint

Intellectual property

Title	Patent Application	Patent Issued
Cell Phone Signal Booster	11/625331 – US	8005513
Dual Cancellation Loop Wireless Repeater	12/106468 – US
Wireless repeater	13/214983 – US
Wireless Repeater Management Systems	12/328076 – US
Dual Loop Active and Passive Repeater Antenna Isolation Improvement	12/425615 – US
5BARz™ Trademark	78/866260	3819815
Multi-Band Wireless Repeater – BR	PI0919140-2
Multi-Band Wireless Repeater – CA	2739184
Multi-Band Wireless Repeater – CN	200980146487.1
Multi-Band Wireless Repeater – EU	09815384.4
Multi-Band Wireless Repeater – IN	2288/DELNP/2011
Multi-Band Wireless Repeater – KR	(PCT) 10-2011-7009297
Multi-Band Wireless Repeater – MX	MX/a/2011/002908	301028
Multi-Band Wireless Repeater – US	12/235313	8027636
Remote Management of Network Extenders	6162/~~943319~~315831
High Gain Wireless Repeaters	6162/~~943145~~315812
Self Organizing Network Extenders	6162/~~943797~~315847

Comparative Analysis

	5BARz	Femtocell	Traditional Repeaters
Options for Consumer	· Plug and play solutions that significantly improves wireless service	· Carrier-specific box that connects to the internet through the broadband service at the home and acts like a short-range network tower site. Limited number of users and limited to registered users.	· Bi-directional amplifier and external antennas Installation of antennas required with minimum spacing of 35 feet or more between the antennas
Easy to Understand	· Simply place the unit where there is some or marginal wireless service, turn on the unit and the voice and data wireless service is improved for everyone	· Connect the unit to your broadband service where your router is located and the voice only wireless service should be improved throughout the home. At times, it degrades the other services since the same internet connection is used for data services (e.g. Netflix, voice, web browsing, video streaming). Connection to internet is complex.	· Need to determine what the two pieces of equipment, cables, and multiple power cords are for · Complex manual … Determine the ideal location for both antennas, outdoor network antenna and indoor coverage antenna, then determine ideal location for the bi-directional amplifier for proper cable routing to the antennas ·
Cost	· One-time equipment charge only$299 5BARz Road Warrior	· Equipment charge $250 for each carrier, 2 carrier house or SOHO equals $500 equipment charge Equipment won’t work if you change carriers Possible monthly fee Requires use of broadband service	· Equipment charge starting at $350 for dual band Professional installation starting at $200Higher performance antennas starting at $100
Setup	· Plug ‘n play No adjustments One part works for all carriers	· Carrier-specific set up May require ISP support Currently Voice Only	· Go on roof to measure signal level; outdoor network antenna placement based on testing for 2 bars or more signal strength Antennas need to be spaced 35 feet or more apart
Reliability	· Designed by engineers and brought to production by managers trained in the Six Sigma quality process Self contained, fewest cables/~~connectors~~connector and only one simple power connection. · Built in Oscillation suppression circuitry	· Broadband vulnerable: Degraded broadband throughput Power outage Depends on carrier down/power down on carrier command Intermittent handoffs with macro network	· External antennas less reliable Connectors Outdoor mounting Oscillation prone
Installation	· None; Plug ‘n play	· Needs to be collocated with broadband service GPS antenna may need to be installed near a window with a cable going to the femtocell	· Professional installation recommended

Products and Markets

To date the Company has introduced two products to market incorporating the 5BARz™ patented technology as follows;

5BARz Network Extender

5BARz Road Warrior

Specifications:

System Gain: up to 70 dB

Physical dimensions: 140 X 100 X 41 mm

Weight: 300 Grams

Number of simultaneous users: 10

Frequency bands supported: 2100, 850, 900, 1700

Modes: 3G/2G (Next version will support 4G) and 1800

Power consumption: 5W

EIRP (uplink): 25 dBm

EIRP (downlink): 10 dBm

Flatness: +- 0.5dB

Noise figure: < 3.5 dB

Operating Temperature: 0 to 40 degrees C

External supply: 100 – 240 VAC

Commercial Grade Hardware

Complies with new FCC requirements for BBA sold in the USA after March 2014

Specifications:

Maximum input power: +20 dBm

Output power: 0.25 watt average /1 watt maximum

Service Antenna: Cigarette lighter/power cord antenna

Frequency Bands: Full-band US Cellular and full-band US PCS

System gain Cell/PCS: 40/45 dB, self-optimizing

System noise figure: 5 dB nominal at maximum gain

Power Supply: 12 VDC

Power dissipation: 6 Watts

Dimensions: 5.0″ x 4.75″ x 1.35″

Weight: 1 lb (0.45kg)

Markets and ~~marketing~~Marketing strategy

The Company’s primary entry point to markets is through collaborative arrangements with Cellular Network operators globally. ~~That market is comprised of nearly 7 billion cellular subscribers globally segregated by geographic region as follows;~~

~~The~~According ~~Company~~to ~~has~~the ~~initially~~GSM ~~embarked~~Association, ~~upon~~the international wireless industry aassociation, ~~multi~~2015 ~~channel~~was ~~marketing~~a ~~strategy~~year ~~with~~of ~~initial~~continued ~~emphasis~~growth in ~~Latin~~the ~~America,~~mobile ~~India~~industry. The wireless industry achieved more than 7.3 billion mobile connections and ~~Africa~~operator asrevenues aof ~~direct~~more ~~result~~than $1 trillion. The acceleration of 4G was a major highlight; the ~~very~~global ~~favorable~~4G connection ~~factors~~base ~~and~~passed the ~~stage~~1 ofbillion ~~development~~mark ofin late 2015. 4G networks are now available in 151 countries across the ~~cellular~~world. ~~markets~~The global subscriber penetration rate now stands at 63%, with regional penetration rates ranging from 43% in ~~those~~Sub-Saharan ~~regions~~Africa to 85% in Europe. (Source: The Mobile Economy 2016, GSMA, 2016)

~~During~~In ~~2011 through 2013~~2015, ~~the~~it ~~Company introduced~~became ~~the~~abundantly ~~initial~~clear ~~product,~~that ~~the~~developing ~~Road~~regions ~~Warrior,~~drive growth ~~to major wireless operators~~ in ~~Latin America for~~ the ~~purpose~~cellular ofindustry. ~~their~~According ~~analysis of~~to the ~~5BARz™~~GSM ~~technology.~~Association, Itmore isthan ~~the~~90% ~~objective~~ of ~~management, that~~ the ~~5BARz™~~incremental ~~products~~1 ~~and~~billion ~~technology~~new bemobile ~~integrated~~subscribers ~~into~~forecast ~~the~~by ~~network~~2020 ~~infrastructure~~will ofcome ~~selected~~from ~~cellular~~developing ~~network operators in the region~~markets. The ~~intent~~number isof tosmartphone ~~work~~connections ~~with~~globally ~~cellular~~will ~~network operators~~increase inby ~~integrating the fixed cellular network extenders, designed for use in the home or office markets~~2.6 ~~This fixed unit~~billion ~~was~~by ~~first~~2020, ~~unveiled~~and toagain ~~the~~around ~~market~~90% inof ~~February~~that ~~2014~~growth atwill ~~the~~come ~~Mobile~~from ~~World~~developing ~~Congress in Barcelona Spain~~regions. ~~These~~China ~~efforts~~is ~~have~~already ~~resulted in~~ the ~~development~~largest ofsmartphone ~~a collaborative program~~market, ~~the first with a major global network operator in June 2013. This collaborative~~ ~~program~~but ~~has~~India ~~expanded~~will ~~from~~be ~~it’s inception to date with~~ the ~~Company~~real ~~building~~growth ~~product~~driver; ~~for~~it ~~regions~~is inset ~~India~~to ~~and~~add ~~South~~almost ~~Africa as~~half ~~well as establishing collaborative arrangements with~~ a ~~greater~~billion ~~number~~new ofconnections ~~network~~over ~~operators~~the ~~within~~next ~~those~~five ~~regions~~years.

~~The~~Market ~~mobile cellular network extenders (Road Warrior’s), which are not carrier specific are to be marketed through more conventional distribution channels.~~Strategy

The Company has initially embarked upon a multi channel marketing strategy with initial emphasis in India as a direct result of the very favorable factors and the stage of development of the cellular markets in that region. The Company has limited activity in Latin America and Africa as the India market penetration strategy is being deployed.

InMarket ~~addition,~~Strategy it- is the intent of management to design future applications of the Company’s technology that will be integrated into the marketplace through the redesign of the products, working in collaboration with Original Equipment Manufacturer’s (OEM’s), such as with automobile manufacturers, computer manufacturers, mobile home manufacturers etc.continued

~~The~~During 2015, the Company has ~~been~~provided ~~expanding~~cellular network ~~its~~extenders ~~employee/consultant~~to ~~base in~~several ~~India~~Tier 1, ~~Latin~~cellular ~~America,~~network ~~and~~operators ~~South~~in ~~Africa~~India. ~~due~~Each unit is calibrated to ~~significant~~operate ~~product~~exclusively ~~interest~~on inthat cellular ~~those~~operator’s ~~regions~~frequency band. ~~Further~~It is the ~~Company~~objective ~~has~~of ~~set~~management, athat ~~structure~~the 5BARz™ products and technology be integrated ~~for~~into the ~~development~~network infrastructure of selected cellular network operators in the ~~German~~region. ~~speaking~~The ~~market~~intent ~~place~~is to work with cellular network operators in ~~Europe~~integrating the fixed cellular network extenders, ~~through~~designed afor ~~subsidiary~~use ~~operation~~in ~~5BARz~~the AGhome or office markets. This fixed unit was first unveiled to the market in ~~Zurich~~February ~~Switzerland~~2014 at the Mobile World Congress in Barcelona Spain. Since that time the Company has worked with several Tier 1 Cellular Network operators.

The mobile cellular network extenders (Road Warrior’s), which are not carrier specific are to be marketed through more conventional distribution channels. At the present time the Company has a limited inventory of Road Warrior devices in Mexico, however sales and marketing efforts have been mitigated until such time as the Company has adequate resources to embark upon a substantive sales, marketing and distribution strategy in the region. Current focus of marketing effort is in India.

In addition, the Company is in the process of designing future applications of the Company’s technology. Near term design applications include the integration of additional software and hardware which facilitate the product to become an effective center of communications for smart home / smart office. Future design applications will facilitate the integration of the technology with Original Equipment Manufacturer’s (OEM’s). The design will add connectivity improvement built into computers, automobiles, RV’s, snow machines etc.

The Wireless Market in India

~~With~~The adistribution ~~subscriber base~~ of ~~more than 905 million by March 2014,~~ the ~~Mobile~~wireless ~~telecommunications~~market ~~system~~ in India isbetween ~~the~~cellular Network ~~second largest in the world and has been available to private~~ operators ~~since the 1990s. GSM~~ is ~~comfortably maintaining its position~~ as ~~the dominant mobile technology with 80% of the mobile subscriber market. The mobile market is operated by the following cellular network operators~~follows;

Source: ~~Statista.com~~Telecom Regulatory Authority of India – March 2015

~~The~~ Wireless ~~Market~~market in India –- continued

On the global stage, India experienced ~~saw~~continued ~~the~~rapid ~~fastest~~ growth in new mobile-phone connections with 1866.9 million net additions in ~~the third quarter of~~ 2014, according to a ~~report~~the byTelecom ~~Swedish~~Regulatory Authority ~~mobile network equipment maker Ericsson. The number~~ of ~~smartphones,~~India ~~which account for just 37 per cent of all mobile-phone subscriptions~~(TRIA), isthe ~~growing~~official atIndian 15regulatory ~~per~~body. ~~cent~~According ~~compounded~~to ~~annual growth rate~~TRIA, ~~and~~the ~~will~~wireless ~~cross~~subscriber ~~6,100~~base ~~million~~amounted byto ~~2020~~1. ~~The~~01 ~~falling~~billion ~~cost~~at the end of ~~handsets~~2015, ~~coupled~~representing ~~with~~an ~~improved~~increase ~~usability~~of ~~and~~67 ~~increasing~~million ~~network~~subscribers ~~coverage~~over 2014, ~~are~~when ~~factors~~total ~~that~~wireless ~~are~~subscribers ~~making mobile technology~~amounted ato ~~popular~~943.97 ~~phenomenon in the country~~million.

In December 2014, 5BARz introduced a number of prototype units for use in India, to the Company’s consulting engineering team working in the country for field trials, and then to the R&D department of a select cellular network operator working in the Country. It is the objective of 5BARz to manufacture and distribute the products, working in conjunction with cellular network operators in the country.

The following factors are considered to be particularly relevant with respect to the need for the 5BARz products in India.

In India the monthly churn rate for subscribers is 6% (BMI India Telecommunications Report, 2Q 2012, pp. 49-51). To provide to a cellular network operator a distinct competitive advantage, such as that provided by the 5BARz cellular network extender, could result in a substantive migration of customers to that network operator, and a reduction in churn.

As provided above, congestion is a prominent issue resulting in the degradation of cellular connectivity. India is the second most populated region in the world, and so the need for the 5BARz technology is most acute.

Mobile and Wireless Telecommunications issued a report, August 2013 which highlight a number of favorable factors being experienced in the wireless industry in India, which is positive for 5BARz entry into that market as follows;

o The government has recently permitted Foreign Direct Investment in the telecom sector o The industry has moved toward a more friendly regulatory environment o Burgeoning data usage, has created the need for improved connectivity o Customer’s happiness – A vital cornerstone of any service is the customer. His satisfaction is a direct indicator of running a good business. And this is primarily the service providers’ responsibility. 5BARz is offering to service providers improved connectivity for their customers.

The industry ~~LATAM~~has ~~Market~~moved toward a more friendly regulatory environment

~~The Company has analyzed the fundamentals of the mobile phone~~Burgeoning ~~market~~data inusage, ~~the LATAM countries and~~ has ~~determined~~created ~~that to be a key point for market penetration for~~ the ~~5BARz™~~need ~~products~~ for ~~the~~ ~~following~~improved ~~reasons;~~connectivity

~~First, the mobile phone market has just gone through~~Customer aSatisfaction ~~very~~- ~~strong~~A ~~decade~~vital cornerstone of ~~growth~~any inservice ~~Latin~~is ~~America, with mobile subscriptions having overtaken fixed lines as~~ the ~~preferred method of communication~~customer. AsHis asatisfaction ~~result~~is ~~Latin America's mobile telephone industry has~~ a ~~high~~direct ~~degree~~indicator of ~~market~~running ~~penetration.~~a ~~Mobile~~good ~~subscriptions~~business. ~~totaled~~This ~~88.2%~~is ofprimarily the ~~region's~~service ~~population,~~providers’ ~~compared to 55~~responsibility.2% in5BARz ~~Asia~~is ~~Pacific,~~offering ~~90.4%~~to inservice ~~North~~providers ~~America~~improved ~~and~~connectivity ~~50.6% in the Middle East~~for ~~and Africa. Having recently invested heavily in subscription development, the cellular network operators are now focusing upon the maintenance of~~ their ~~substantial customer base, and the 5BARz™ technology can contribute substantially to achieving that customer satisfaction~~customers.

~~The~~Marketing ~~mobile telephone industry~~ in Latin America has benefited from generally opening up to competition. This provides a very fertile ground for the introduction of a technology such as 5BARz™ to secure customer retention through quality of service.India

~~The~~Following ~~inherent~~the ~~geographical~~introduction of ~~difficulties~~a number of prototype units for use in ~~laying~~India ~~fixed~~in December 2014, we commenced work locally through a variety of channels. The ~~line~~Company’s ~~infrastructure~~consulting ~~have~~engineering ~~encouraged~~team put these units through a ~~move~~series toof ~~mobiles,~~field ~~but~~trials in ~~addition~~the region, ~~that~~and ~~geography,~~calibrated the units ~~Andean~~for ~~and~~optimal ~~Rainforest~~performance ~~regions~~in ~~and~~the ~~expanses of~~region. ~~rural~~Equally ~~areas~~important ~~again~~was ~~benefit~~the ~~from~~joint work that commenced with the ~~5BARz™~~R&D ~~technology~~department ~~whereby~~of a ~~weak~~Tier 1 cellular ~~signal~~network isoperator ~~amplified~~in ~~within~~India. By the ~~vicinity~~end of this process, we reached the conclusion that the Indian market had substantial need for our technology. The Company’s objective therefore was to manufacture and distribute the ~~user~~5BARz products, working in conjunction with cellular network operators in India.

Since that early engagement in December 2014, our involvement in the Indian market has expanded further. Following successful field testing, two of the largest cellular telecom companies in India approved us as vendors. The commencement of the first shipment of units to India followed our purchase order received in August 2015 from Vodafone. We have since received follow on purchase orders from that entity as well as an initial purchase order from a second tier 1 cellular network operator in the region.

We anticipate that our commercial activities in India will grow and expand in various areas with additional cellular network providers adopting us as approved vendors.

The LATAM Market – continued

Further the LATAM countries are experiencing a renewed era of strong growth, reflecting reviving economic growth and improving income levels. This again is a favorable factor for the introduction of our products to meet the growing demands of consumers.

In addition, the launch of 3G and mobile broadband services has increased demand for mobile subscriptions. Mobile broadband is particularly desirable in areas with no or limited access to cable internet services. Moving to mobiles offers consumers the benefits of on-the-move communications and advantageous introductory deals. Greater access to communications also helps to narrow regional divides. All of these factors are enhanced by the 5BARz™ experience.

Internet usage is expanding since 2010, with broadband internet subscriptions generally growing by higher rates than mobile subscriptions

Initial 3G market expansion is likely to be greater in the region's wealthier markets, such as Argentina, Chile and Mexico, and these have been specifically targeted by our Company with very favorable results.

The LATAM market is comprised of 568 million cellular subscribers.

In 2014, the Company imported 1,000 Road Warrior units into the Region and obtained necessary approval for the sale of those units in Mexico. In January 2015, the Company incorporated a subsidiary company in Mexico to commence sales of that product. The R&D team are currently working on several new and innovative products that will fit the needs of the Region.

The DACH MARKET – 5BARz AG

The DACH/D-Deutschland or Germany, A-Austria and CH-Switzerland group of countries in the European Union represents one of the most technologically advanced and progressive sectors of that economic group representing a German speaking majority population base of 90.3 million people, comprised of Germany with 78.3 million, Austria, 7.4 million, and Switzerland, 4.6 million. The Company established a 94.3% owned subsidiary, 5BARz AG to operate the sales, marketing and distribution of the Company’s products in this region of the world, pursuant to an exclusive license agreement.

The product which 5BARz introduced into India at the end of 2014, has a technical configuration design which meets the operating requirements for the majority of the 130 million subscribers in this region. The Company has developed the strategic relationships and infrastructure so that it is poised to enter this marketplace as well.

In late 2014, 5BARz International, Inc. was advised that a corporate finance company (BDC Investment AG) involved in the financing of 5BARz, was placed into liquidation by Swiss Authorities. At that time the liquidation of companies that the corporate finance firm had funded was also ordered. This included 5BARz AG., and accordingly it was placed into liquidation. 5BARz International, Inc. is seeking a termination of the liquidation of 5BARz AG by dealing with the Swiss Authorities.

Item 1A. Risk Factors

Need For Additional Financing

The Company has very limited funds, and such funds may not be adequate to take advantage of current and planned business opportunities. Even if the Company's funds prove to be sufficient to obtain sales orders for products, the Company may not have enough capital to fully develop the opportunity. The ultimate success of the Company may depend upon its ability to raise additional capital. As additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company's operations will be limited.

Ability to continue as a going concern.

The Company has incurred net losses for the period from inception November 14, 2008, to December 31, ~~2014~~2015. The Company has earned no revenues to date. Consequently the Company’s future is dependent upon their ability to obtain financing and to execute upon their business plan and to create future profitable operations for the business. These factors raise substantial doubt that the Company will be able to continue as a going concern. In the event that the Company cannot raise further debt or equity capital, or achieve profitable operations, the Company may have to liquidate their business interests and investors may lose their investment.

Lack of profitable operating history

The Company faces all of the risks of a new business and the special risks inherent in the investigation, acquisition, and involvement in a new business opportunity. The Company must be regarded as a new or "start-up" venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject, and consequently has a high risk or failure.

Dependence upon two directors and limited management and consultants

The Company currently has only two individuals serving as ~~its~~ its officers and directors, and five employees and approximately twenty eight consultants. The Company will be heavily dependent upon their skills, talents, and abilities to implement its business plan, and secure additional personnel and may, from time to time, find that the inability of the officers and directors to fully meet the needs of the business of the Company results in a delay in progress toward implementing its business plan.

We may conduct further offerings in the future in which case investors' shareholdings may be diluted.

Since our inception, we have relied on sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current operations. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors' percentage interests in us will be diluted. The result of this could reduce the value of current investors' stock.

2019

Regulation of Penny Stocks.

The Company's securities are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker- dealers to sell the Company's securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because the securities of the Company may constitute "penny stocks" within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of owners of Shares to sell the securities of the Company in any market that might develop for them.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company's securities.

Our common stock is not listed on a national exchange and as a public market develops in the future, it may be limited and highly volatile, which may generally affect any future price of our common stock.

Our common stock currently is listed only in the over-the-counter market on the OTCQB, which is a reporting service and not a securities exchange. We cannot assure investors that in the future our common stock would ever qualify for inclusion on any of the NASDAQ markets for our common stock, The American Stock Exchange or any other national exchange or that more than a limited market will ever develop for our common stock. The lack of an orderly market for our common stock may negatively impact the volume of trading and market price for our common stock.

2120

Any future prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the following:

the depth and liquidity of the markets for our common stock;

investor perception of 5BARz International Inc. and the industry in which we participate;

general economic and market conditions;

statements or changes in opinions, ratings or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or relating to us specifically, as has occurred in the past;

quarterly variations in our results of operations;

general market conditions or market conditions specific to technology industries; and

domestic and international macroeconomic factors.

In addition, the stock market has recently experienced extreme price and volume fluctuations. These fluctuations are often unrelated to the operating performance of the specific companies. As a result of the factors identified above, a stockholder (due to personal circumstances) may be required to sell his shares of our common stock at a time when our stock price is depressed due to random fluctuations, possibly based on factors beyond our control.

Impracticability of Exhaustive Investigation.

The Company's limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of its chosen business opportunity before the Company commits its capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if the Company had more funds available to it, would be desirable.

Other Regulation.

The Company may be subject to regulation or licensing by federal, state, or local authorities. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of the Company.

Failure to Perform

The Company may be unable to comply with the payment terms of certain agreements providing the Company with the exclusive sales marketing and distribution rights to 5BARz™ product. In the event that the Company defaults on such agreements, the Company may be unable to maintain operations as a going concern.

Reliance on Third parties

The Company has entered into certain agreements related to the exclusive sales marketing and distribution rights. In the event that the production Company is unable or unwilling for any reason to supply product under the terms of such agreement, the Company may not be able distribute product or may have business interrupted as they secure alternative production facilities.

2221

Competitive Technologies

The Companies technology relates to a market that is highly competitive and a much sought after solution by cellular networks. The Company expects to be at a disadvantage when competing with firms that have substantially greater financial and management resources and capabilities than the Company. The Company is subject to technological obsolescence should other technologies be developed which are superior to the Companies technology. Having said that, at the current time the Company’s core technology is superior to others in the market for the following reasons;

· The Companies technology provides for a single unit solution. Competitors require separation of the send and receive antennae. This gives us a cost advantage as well as fully engineered, plug and play simplicity.

· The Company’s technology offers highly engineered monitoring of signal strength, automated stabilization and amplification of the signal resulting in seamless connectivity for the user.

· The Company has developed a growing list of attributes working with Cellular Network operators which provide t operators unsurpassed ability to monitor and remotely manage the units performance.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Properties

The Company has a leased property in San Diego, California, referred to as the “Innovation Center” for the Company, ~~and~~which is the offices of the Engineering department of the Company. The location of the ~~innovation~~Innovation ~~center~~Center is 9444 Waples Street, Suite 140, San Diego, California, 92121.

In addition, the Company has a leased office in Miami, Florida which is the finance and administrative office for the Company, located at 1111 Brickell Ave., 11^th Floor, Miami, Florida 33131

The Company has a leased an office in Mexico City, Mexico, utilized by our manager of business development in Mexico, located at Av Jesus del Monte, #39, Piso 2B, Jesus Del Monte, Huixquilucan, Estado de Mexico, 52764.

In India, the Company’s subsidiary, 5BARz India Private Limited have leased premises within the offices of Aseema Softnet Technologies Private Limited at Suite #1741, 2^nd floor, 9 Cross, J.P. Nagar 2 Phase, Bangalore 560-078.

We believe that our existing facilities, comprised of leased facilities, are in good condition and suitable for the conduct of our business.

For additional information regarding obligations under operating leases, see Note 109 to the Consolidated Financial Statements.

Item 3. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties, other than those listed below . As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Prior to the Company’s investment in CelLynx, on July 19, 2010 certain claims for unpaid wages were filed against CelLynx, Inc. Judgments were obtained commencing in August 2011 for back wages by some of its former employees. Some of those claims have been partially paid and others were expected to be paid in the normal course of business or were to be otherwise defended. Those claims have now been incorporated into California Labor Commission awards in favor of those former employees. Those awards total approximately $263,000 depending on interest charges. ~~It is the Company’s intention to pay these amounts.~~ As of December 31, ~~2014~~2015, the Company has accrued $263,000 in its financial statements.

On ~~September~~May 117, ~~2014~~2015, athe ~~claim~~Company’s ~~was~~registered records office in Nevada received a complaint filed in the ~~District~~Los ~~Court~~Angeles ofSuperior ~~Colorado~~Court against ~~the~~5BARz ~~Company~~International, Inc. by IRTH Communications LLC claiming breach of contract and claiming unpaid fees, ~~related~~interest toand anexpense ~~investment~~claims ~~conference~~in ~~held~~the onamount ~~October 5,~~of ~~2012~~$82,040. ~~Accredited~~IRTH ~~Members,~~Communications LLC ~~Inc.~~ vs. 5BARz International, Inc. ~~14CV32449~~SCI124140 (~~Arapahoe~~ County of Los Angeles – West Judicial District). ~~The~~On ~~claim~~August 5, 2015 the Company received a default judgment in the amount of $984,~~000~~947 ~~alleges~~including ~~that~~costs ~~5BARz~~and ~~was~~interest. toOn ~~pay~~August ~~the~~19, ~~conference~~2015, ~~fee~~the ofCompany paid $45,~~500~~000 related to the judgment. On December 30, 2015 the Company settled the amount due by delivery of $9500,000 ~~in common~~ shares of ~~the~~common ~~Company~~stock with a value at athe ~~price~~ date of ~~$0.05~~issue ~~per~~of ~~share~~$70, ~~or 180,~~000 ~~shares.~~and ~~The~~the ~~Company~~agreement ~~had~~that ~~disputed~~a ~~the~~cash ~~claim.~~adjustment Onwill ~~February~~be ~~13,~~made ~~2015~~if the ~~action~~shares ~~was~~do ~~dismissed~~not inhave ~~return~~a ~~for~~value ~~payment~~ of ~~255~~$79,~~000~~947 ~~shares~~six ofmonths ~~5BARz~~from ~~International,~~the ~~Inc.~~date ~~common~~of ~~stock~~issue.

On May 13, 2015 the Company received a complaint filed in the Superior Court of the State of California, County of San Diego against 5BARz International Inc, and Daniel Bland, by Assured Wireless International Corp. claiming breach of contract and claiming unpaid fees and interest of $171,159, plus penalties. Assured Wireless vs. 5BARz International Inc, and Daniel Bland 37-2015-00012766-CU-BC-CTL (County of San Diego). The claim alleges unjust enrichment of $20,000 as well as $50,000 for alleged negligent interference with prospective economic relations. As of December 31, 2015 the Company has accrued $171,159 for a potential liability. The Company and Mr. Bland have filed answers generally denying plaintiff’s claims and asserting affirmative defenses.

On August 14, 2015 the Company received a complaint filed in the Superior Court of the State of California, County of San Diego on August 4, 2015, against 5BARz International Inc. by, Pluto Technologies, Inc. claiming breach of contract and claiming unpaid fees, charges for equipment repairs and interest of $70,750. Pluto Technologies, Inc. vs 5BARz International, Inc. 37-2015-00025796-CU-BC-CTL (County of San Diego). It is the Company’s intention to vigorously defend the lawsuit. It is too early in the process to determine the likelihood of outcome. In addition, on July 24, 2015 the owner of Pluto Technologies, Inc., Mr. James Fraley, filed a lawsuit in the Superior Court of the State of California, County of San Diego against 5BARz International Inc., claiming breach of contract and claiming unpaid fees, expenses and salaries in the amount of $148,920. James Fraley vs. 5BARz International, Inc. 37-2015-00025016-CU-BC-CTL. As of December 31, 2015 the Company has accrued $212,943 for the petitioners. It is the Company’s intention to vigorously defend the lawsuits.

On January 8, 2016 a complaint was filed in the Superior Court of the State of California, County of San Diego against 5BARz International Inc, and certain offices of the Company by Warren Cope, a former consulting engineer of the Company claiming breach of contract and fraud claiming unpaid fees and interest of $121,616, plus 100,000 options exercisable at a price of $0.10 per share. Warren Cope vs. 5BARz International Inc, et all 37-2016-00000510-CU-BC-CTL (County of San Diego). On February 29, 2016 the parties entered into a settlement agreement which provided for payments of cash in the aggregate amount of $121,616 by May 15, 2016 and the issuance of the 100,000 options. The settlement agreement provides a stipulation of entry of judgment in the event of a default in payments. The Company has accrued $121,616 as a liability at December 31, 2015. On March 15, 2016 the Company repaid $10,000 of this debt and issued 100,000 options to acquire common stock of the Company at an exercise price of $0.10 per share, pursuant to the terms of that settlement agreement.

InItem ~~November~~3 ~~2014,~~– ~~the~~Legal ~~Company was~~proceeding ~~advised that an investment banking firm (BDC Investment AG) involved in the financing 5BARz AG in Zurich Switzerland, was placed~~– into liquidation by Swiss Authorities, and at that time the liquidation of companies in the country that the investment banking firm had funded was also ordered. This included 5BARz AG., and accordingly that entity was placed into liquidation. On January 8, 2015, FINMA issued a communication advising of the cessation of the liquidation of the investment banking firm. 5BARz International, Inc. has engaged counsel and is seeking a similar termination of liquidation of their subsidiary Company.continued

On March 10, 2016 a complaint was filed in the Eleventh Judicial Circuit Court in Miami-Dade County, Florida, against 5BARz International, Inc. and certain officers and employees of the Company by Group 10 Holdings, LLC a lender by way of convertible debenture, claiming breach of contract, fraud, negligent misrepresentation and unjust enrichment, claiming $110,000 plus interest at 12%. Group 10 Holdings vs 5BARz International, Inc. et all 2016-005597 CA 01. The Company has reflected a balance at December 31, 2015 due to the lender of $174,064. The Company and defendants have engaged counsel and are filing an answer to the complaint. This lawsuit is currently in the discovery stage and the Company has not accrued for any loss on this matter at this time.

On April 11, 2016 a complaint was filed in the Supreme Court of the State of New York, County of New York, against 5BARz International Inc. and Daniel Bland by R Squared Partners LLC. a lender by way of convertible note. The complaint alleges breach of contract, requests injunctive relief and tortious interference with Contract. The Company had borrowed $100,000 on June 2, 2015. The Company repaid interest on the note on July 1, 2015 of $933 and repaid the loan principal of $100,000 on August 13, 2015 by wire transfer. Further, on September 1, 2015 the Company issued 29,340 shares as final payout of the note interest via conversion into shares pursuant to the note terms. R Squared Partners LLC has made demand on the Company for an additional amount of $100,000 due under the note and exercise of warrants. The Company disputes the claims for additional amounts due, the Company and defendant will be filing an answer to the complaint.

In addition to the above, the Company may become involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

Item 4. Mine Safety Disclosures

Not applicable

PART II

Our common stock trades on the OTC Bulletin Board system under the symbol “BARZ”. The stock commenced trading in October 2010.

The High/Low price at which the stock traded during the two year period ended December 31, ~~2014~~2015 are as follows;

Quarter Ended	High	Low
October 1 –December 31, 2015	$0.17	$0.08
July 1 – September 30, 2015	$0.20	$0.09
April 1- June 30, 2015	$0.12	$0.08
January 1 – March 31, 2015	$0.17	$0.07
October 1 –December 31, 2014	$0.19	$0.09
July 1 – September 30, 2014	$0.23	$0.17
April 1- June 30, 2014	$0.23	$0.16
January 1 – March 31, 2014	$0.27	$0.17
October 1 –December 31, 2013	$0.35	$0.12
July 1 – September 30, 2013	$0.24	$0.09
April 1- June 30, 2013	$0.25	$0.05
January 1 – March 30, 2013	$0.10	$0.05

Holders of Record

As of ~~March 20~~April 8, ~~2015~~2016, the last sale price of our common stock on on the OTCBB was $0.14072 per share. As of ~~March 20~~April 7, ~~2015~~2016, there were approximately ~~247~~325 stockholders of record holding ~~218~~ 340,~~974~~994,~~013~~ 687 common shares.

Dividend Policy

We have neither paid nor declared dividends on our common stock since our inception and do not plan to pay dividends in the foreseeable future. Any earnings that we may realize will be retained to finance our growth.

Private Placements

On January 25, 2013 the Company issued 100,000 shares and warrants in settlement of accounts payable for services rendered in the amount of $5,000.

On February 12, 2013 the Company issued 125,000 shares of common stock at a price of $0.06 per share as partial settlement of $7,500 due under a note payable.

On February 15, 2013 the Company issued 1,440,000 shares of common stock at a price of $0.05 per share, for services with a total value of $72,000.

On February 26, 2013 the Company issued 250,000 shares of common stock at a price of $0.04 per share, in settlement of accounts payable with a total value of $10,000.

On February 26, 2013 the Company issued 91,780 shares of common stock at a price of $0.05 per share, in settlement of accounts payable with a total value of $4,589.

On March 1, 2013 the Company issued 175,000 shares of common stock at a price of $0.05 per share, for services with a total value of $8,750.

On March 1, 2013 the Company issued 600,000 shares of common stock at a price of $0.05 per share, for aggregate proceeds of $30,000.

On March 17, 2013 the Company issued 513,827 shares of common stock at a price of $0.05 per share, in settlement of accounts payable with a total value of $25,691.

On March 31, 2013 the Company issued 100,000 shares of common stock at a price of $0.05 per share, in settlement of accounts payable with a total value of $5,000.

During the period from January 4, 2013 to June 21, 2013 the Company issued 11,735,000 units at a price of $0.05 per unit for aggregate proceeds of $586,750. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.

On April 1, 2013 the Company issued 425,000 shares and warrants, with a two year term and $0.20 exercise price, in settlement of accounts payable with a total value of $21,250.

On April 10, 2013 the Company issued 600,000 shares of common stock at a price of $0.05 per share, for aggregate proceeds of $30,000.

On May 15, 2013 the Company issued 200,000 shares of common stock at a price of $0.05 per share for services with a total value of $10,000.

On May 23, 2013 the Company issued 200,000 shares and warrants, with a two year term and $0.20 exercise price, in settlement of accounts payable with a total value of $10,000.

On May 28, 2013 the Company issued 100,000 shares of common stock at a price of $0.05 per share, for debt with a total value of $5,000.

On July 1, 2013 the Company issued 331,200 shares and warrants, with a two year term and $0.20 exercise price, for services with a total value of $66,240.

During the period July 25, 2013 to March 6, 2014 the Company issued 29,215,000 units at a price of $0.10 per unit for aggregate proceeds of $2,921,500. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant.

During the period from September 5, 2013 to November 18, 2013 the Company issued 6,044,108 units at a price of $0.10 per unit in order to settle debts, with a total value of $604,411. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant.

On November 15, 2013 the Company issued 25,000 shares as partial conversion of a note payable at a price of $0.20 per share for a total debt reduction of $5,000.

On January 15, 2014 the Company issued 100,000 shares at a price of $0.167 per share for the settlement of notes payable with a total value of $16,700.

25During the period January 31, 2014 to March 5, 2014 the Company issued 6,550,000 units at a price of $0.10 per unit for aggregate proceeds of $655,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two-year term on the attached warrant.

Private Placements - continued

On February 10, 2014 the Company issued 405,581 shares at a price of $0.2465 per share for services with a total fair value of $100,000.

On February 10, 2014 the Company issued 1,250,000 shares at a price of $0.23 per share for services with a total fair value of $287,500.

During the period March 6, 2014 to November 14, 2014 the Company issued 23,103,632 units at a price of $0.15 per unit for aggregate proceeds of $3,465,545. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two -year term on the attached warrant.

During the period April 28, 2014 to September 3015, 2014 the Company issued 325,000 units at a price of $0.15 per unit for services with a total value of $48,750. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two -year term on the attached warrant.

On May 1, 2014 the Company issued 2,000,000 shares for services valued at $160,000.

On May 29, 2014 the Company issued 347,222 shares at a price of $0.144 per share for the settlement of notes payable with a total value of $50,000.

During the period June 1, 2014 to September 30, 2014 the Company issued 200,000 shares at a price of $0.20 and $0.21 per share for services with a total fair value of $40,000.

On July 8, 2014 the Company entered into a settlement for debt agreement with the Chairman of the Board, in the amount of $105,000. Pursuant to the terms of the agreement the Company issued 700,000 units at a price of $0.15 per unit. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two year term on the attached warrant.

On July 16, 2014 the Company issued 11,400 shares at a price of $0.05 per share for services with a total fair value of $570.

On August 14, 2014 the Company issued 32,500 shares at a price of $0.22 per share for services with a total fair value of $7,150.

On October 1, 2014 the Company issued 25,000 shares at a price of $0.17 per share for services with a total fair value of $4,250.

On November 1, 2014 the Company issued 25,000 shares at a price of $0.14 per share for services with a total fair value of $3,500.

During the period November 21, 2014 to ~~March~~December 2031, ~~2015~~2014 the Company issued 2014,~~022~~400,~~500~~000 units at a price of $0.05 per unit for aggregate proceeds of $1720,~~001,125~~000. Each unit is comprised of one share ~~and~~ and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two -year term on the attached warrant. ~~The number of units within this offering that had been issued by December 31, 2014 were 15,200,000 for aggregate proceeds of $760,000.~~

OnDuring the period January 131, 2015 to September 30, 2015 the Company issued ~~331~~29,~~986~~286,500 ~~shares~~units at a price of $0.~~0698~~05 per ~~share~~unit for ~~the~~aggregate ~~settlement~~proceeds of ~~notes~~$1,464,325. ~~payable~~Each ~~with~~unit is comprised of one share and one share purchase warrant to acquire a ~~total~~second ~~value~~share at a price of $230.30 per share acquired,~~000~~ with a two-year term on the attached warrant.

On ~~February~~January 113, 2015 the Company issued ~~180~~331,~~000~~986 shares at a price of $0.05069 per share for ~~debt~~the settlement of convertible notes payable with a total ~~fair~~ value of $923,000. The balance of principal and interest due under this convertible note, after this conversion was $74,829.

On February 12, 2015 the Company issued 75,000 shares at a price of $0.0510 per share for services ~~with~~valued aat ~~total fair value of~~ $7,500.

~~On February 20, 2015 the Company issued 180,000 shares at a price of $0.05 per share for services with a total fair value of $9,000.~~25

Private Placements – continued

On February 2, 2015 the Company issued 180,000 shares at a price of $0.05 per share in settlement of accrued payables of $9,000.

On February 9, 2015 the Company issued 400,000 shares at a price of $0.05 per share in settlement of services valued at $20,000.

On February 20, 2015 the Company issued 180,000 shares for services at a price of $0.05 per share for a total value of $9,000.

On March 20, 2015 the Company issued 400,000 shares at a price of $0.048 per share upon conversion of $19,200 of principal and interest due under the terms of a convertible promissory note. The balance of principal and interest due under that note after the conversion was $167,467.

On March 31, 2015 the Company issued 146,667 shares and warrants to acquire a further 146,667 shares at a price of $0.30, for a period of two years, pursuant to the terms of a share purchase amending agreement. The agreement relates to units issued pursuant to a private placement at $0.15 per unit on November 14, 2014. Aggregate proceeds paid to the Company were $11,000 and the adjustment changes the issue price to $0.05 per unit.

On April 15, 2015 the Company issued 300,000 units at a price of $0.05 per unit for services with a total value of $15,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a strike price of $0.30 for a term of two years.

On April 27, 2015 the Company issued 450,000 shares at a price of $0.04 per share upon conversion of $19,035 of convertible notes. The balance due under the note after conversion was $148,432. The note was subsequently paid in full.

On April 29, 2015 the Company issued 240,000 units at a price of $0.05 per unit for services with a total value of $12,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On May 29, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On June 2, 2015 the Company issued 400,000 units at a price of $0.05 per unit for services with a total value of $20,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On June 10, 2015 the Company issued 250,000 shares at a price of $0.10 per share in settlement of services valued at $25,000.

On June 24, 2015 the Company issued 1,000,000 shares at a price of $0.10 per share in settlement of services valued at $100,000.

On June 30, 2015 the Company issued 312,500 shares at a price of $0.08 per share for the settlement of convertible notes payable with a total value of $25,000. The balance of principal and interest due under this convertible note, after this conversion was $51,322.

On June 30, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On June 30, 2015 the Company issued 144,250 shares at a price of $0.10 per share in settlement of services valued at $14,425.

On June 30, 2015 the Company issued 2,000,000 units at a price of $0.05 per unit for services with a total value of $100,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On July 1, 2015 the Company issued 60,000 units at a price of $0.05 per unit for services with a total value of $3,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

Private Placements - continued

On July 10, 2015 the Company issued 1,500,000 shares at a price of $0.05 per share in settlement of services valued at $75,000.

On July 31, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On August 7, 2015 the Company issued 24,000 shares at a price of $0.05 for conversion of interest in the amount of $1,200, representing the final interest charges on the convertible note.

On August 13, 2015 the Company issued 29,340 shares at a price of $0.05 for conversion of interest in the amount of $1,467, representing the final interest charges on the convertible note.

On August 20, 2015 the Company issued 180,000 shares for services at a price of $0.16 per share for a total value of $28,800.

On August 24, 2015 the Company issued 1,000,000 shares at a price of $0.10 per share in settlement of services valued at $100,000.

On August 31, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On September 2, 2015 the Company issued 3,926,923 shares at a price of $0.048 per share for the settlement of convertible notes payable with a total value of $191,749.

On September 18, 2015 the Company issued 73,970 shares at a price of $0.15 per share in settlement of services valued at $11,096.

On September 22, 2015 the Company issued 1,000,000 shares at a price of $0.12 per share in settlement of services valued at $120,000.

On September 28, 2015 the Company issued 210,000 units at a price of $0.05 per unit for services with a total value of $10,500. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

On September 30, 2015 the Company issued 160,000 units at a price of $0.05 per unit for services with a total value of $8,000. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.30 with a two-year term.

During the period October 1, 2015 to December 31, 2015 the Company issued 21,181,006 units at a price of $0.05 per unit for aggregate proceeds of $1,059,050. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

On October 12, 2015 the Company issued 1,500,000 shares at a price of $0.10 per share, for services with a total value of $150,000.

On October 14, 2015 the Company issued 900,000 shares at a price of $0.11 per share, for services with a total value of $ 99,000.

On October 20, 2015 the Company issued 400,000 shares at a price of $0.10 per share, for services with a total value of $40,000.

On October 22, 2015 the Company issued 500,000 shares at a price of $0.10 per share, for services with a total value of $50,000.

On October 26, 2015 the Company issued 416,666 shares pursuant to a notice of conversion of a convertible note at a price of $0.048 per share, for the conversion of $20,000.

Private Placements – continued

On November 6, 2015 the Company issued 200,000 shares pursuant to a notice of conversion of a convertible note at a price of $0.041 per share, for the conversion of $8,200.

On November 30, 2015 the Company issued 124,000 units at a price of $0.05 per unit for services with a total value of $6,200. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.20 with a two-year term.

On December 2, 2015 the Company issued 360,000 shares at a price of $0.08 per share, for services with a total value of $28,800.

On December 21, 2015 the Company issued 1,500,000 shares at a price of $0.10 per share, for services with a total value of $150,000.

During the period from December 21 to December 24, 2015 the Company issued 8,730,000 shares for the sale of stock at a price of $0.05 per share in lieu of warrants that have expired. The sales have a total value of $436,500.

On December 30, 2015 the Company issued 500,000 shares at a price of $0.15 per share, for services with a total value of $75,000.

On December 31, 2015 the Company issued 500,000 shares at a price of $0.05 per share, for services with a total value of $25,000.

On December 31, 2015 the Company issued 3,000,000 shares at a price of $0.05 per share in settlement of a convertible note with a total value of $150,000.

During the period January 1, 2016 to April 7, 2016 the Company issued 27,820,000 units at a price of $0.05 per unit for aggregate proceeds of $1,391,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two-year term on the attached warrant.

On January 19, 2016 the Company issued 1,578,463 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.0441 per share, for a conversion value of $69,626 (see item c(iv) below).

On January 20, 2016 the Company issued 200,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.06 per share, for a conversion value of $12,000 (see item c(iii) below).

On February 20, 2016 the Company issued 225,000 shares at a price of $0.09 per share, for services with a total value of $20,250.

On February 26, 2016 the Company issued 312,650 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $15,633 (see item c(vi) below).

On February 29, 2016 the Company issued 45,455 shares at a price of $0.11 per share, for services with a total value of $5,000.

On March 6, 2016 the Company issued 2,875,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $143,750 (see item c(v) below).

On March 6, 2016 the Company issued 8,625,000 shares pursuant to a notice of conversion, in settlement of a convertible note at a price of $0.05 per share, for a conversion value of $431,250 (see item c(v) below).

On March 25, 2016 the Company issued 500,000 shares at a price of $0.05 per share for the settlement of convertible notes payable with a total value of $25,000. The balance of principal and interest due under this convertible note, after this conversion was $66,653.

On March 31, 2016 the Company issued 115,000 units at a price of $0.05 per unit for services with a total value of $5,750. Each unit is comprised of one common share and one share purchase warrant to acquire a second share at a strike price of $0.20 with a two-year term.

Private Placements – continued

On March 31, 2016 the Company issued 600,784 units at a price of $0.05 per unit, for services with a total value of $30,039.

Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 for a term of two years.

Equity Compensation Plans

On May 17, 2013 the Board of Directors of the Company adopted the 2013 Stock Option plan.

Plan Category	(a) Number of common shares to be issued pursuant to outstanding options	(b) Weighted Average exercise price of outstanding options	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders
Equity compensation plans not approved by shareholders	1215,~~250~~480,000	$0.1511	74,~~750~~520,000
Total	1215,~~250~~480,000	$0.1511	74,~~750~~520,000

Item 6. Selected Financial Data

Not applicable for smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations

You should read the following discussion together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. The discussion in this report contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Our actual results could differ materially from those discussed here.

Overview

5BARz International Inc. is the owner, developer and sales and marketing Company for a line of cellular network devices branded under the 5BARz™ . These highly ~~engineered~~ engineered products are state of the art consumer electronics that manage cell signal within the proximity of the user providing much improved cellular clarity. The products are plug and play, without the need for extensive set up, and can be delivered as carrier agnostic or set to operate on a single carrier’s network. The first product brought to market is the 5BARz™ Road Warrior, a plug and play device designed for users on the go.

The Company ~~unveiled~~commenced abusiness ~~new~~in ~~version,~~2008 through a subsidiary operation Cellynx Inc. and over the ~~5BARz™~~past ~~Network~~7 ~~Extender~~years has invested in ~~February~~the ~~2014~~development of a technology which ~~represents~~has the acapability ~~carrier~~of ~~grade~~significantly improving cellular ~~device~~connectivity, toclarity beand ~~used~~speed in the ~~home~~vicinity orof ~~office, which~~the user. This year the Company is ~~again~~at athat ~~plug~~inflection point where its products are now market ready, and ~~play~~have ~~device~~commenced ~~with~~receiving anorders ~~operating~~from ~~radius~~some of ~~approximately~~the largest ~~4,000~~cellular ~~square~~network ~~feet~~operators in the world. The Company’s isinitial inmarket ~~the~~is ~~process of~~India, ~~introducing~~which ~~these~~provides ~~new~~a ~~units~~market towhich ~~cellular~~has an ~~network~~epidemic ~~operators~~need ~~globally~~for ~~with~~ the ~~intent~~5BARz ofproducts ~~having~~as ~~those~~well ~~operators~~as ~~integrate~~a ~~the~~growth ~~units into~~potential ~~their~~which ~~portfolio~~has ofmore ~~products~~potential for ~~network~~growth ~~improvement~~than ~~for~~most ~~their~~any ~~subscriber~~in ~~base~~the world.

The Company is engaged in the financing, product development and the sales and marketing activities required to launch this business globally.

The financial and business analysis below provides information we believe is relevant to an assessment and understanding of our financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the financial statements and related notes included in this form 10-K.

2729

Going Concern

The registrant has an accumulated deficit through December 31, ~~2014~~2015 totaling $1425,~~862~~260,~~230~~274 and recurring losses and negative cash flows from operations. Because of these conditions, the registrant will require additional working capital to develop its business operations. The registrant'’s success will depend on its ability to raise money through debt and the sale of stock and the development and sale of product to meet its cash flow requirements. The ability to execute its strategic plan is contingent upon raising the necessary working capital to launch the global sales and marketing activities for the Company.

Management believes that the market sectors that it is in the ~~process~~ process of developing in ~~Latin America~~India, sectors within Africa, Western Europe, Asia and the USA will yield significant results ~~in the current fiscal year~~. Further, the efforts that the Company has made to promote its business, by introducing the products to Cellular Network ~~operators~~ operators and having the products tested for technical efficacy, has positioned the Company for integration of the products through cellular network operators in a very meaningful way. Management is focused upon achieving that goal. If the Company’s capital raising efforts do not continue to be successful, the registrant'’s ability to continue as a going concern will be in question. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the registrant be unable to continue as a going concern.

Results of Operations

Year ended December 31, ~~2014~~2015 compared to the year ended December 31, ~~2013~~2014.

	Year ended December 31 2014			Year ended December 31, 2013			Difference
	Year ended December 31 2015			Year ended December 31, 2014			Difference
Amortization and depreciation	$	282,636			10,512			272,124
Sales	$	2,350		$	—		$	2,350
Bank charges and interest		74,473			59,056			15,417
Cost of Sales		(6,989	)		—			(6,989	)
Sales and marketing expenses		1,210,812			194,750			1,016,062
Gross Profit		(4,639	)		—			(4,639	)
Research and development		4,123,841			806,047			3,317,794
Operating Expenses:
General and administrative expenses		3,704,013			2,229,904			1,474,109
Amortization and depreciation		566,929			282,636			284,293
Total Operating Expenses		9,395,775			3,300,269			6,095,506
Bank charges and interest		1,486,670			74,473			1,412,197
Other income (expenses)		(344,461	)		1,003,669			(1,348,130)
Sales and marketing expenses		1,179,616			1,210,812			(31,196	)
Net Loss	$	(9,740,236	)		(2,296,600	)		(7,443,636)
Research and development		3,148,561			4,123,841			(975,280	)
General and administrative expenses		3,177,695			3,704,013			(526,318	)
Total Operating Expenses		9,559,471			9,395,775			163,696
Other income (expenses)		(864,656	)		(344,461	)		(520,195	)
Net Loss	$	(10,428,766	)	$	(9,740,236	)	$	688,530

The year ended December 31, ~~2014~~2015 reflects a net loss of $910,~~740~~428,~~236~~ 766 representing an increase in the loss of $7688,~~443,636~~530 compared to the year ended December 31, ~~2013~~2014 loss of $29,~~296~~740,~~600~~236.

The total operating expenses for the year ended December 31, ~~2014~~ 2015 were $9,~~395~~559,~~775~~471 (~~2013~~2014 - $39,~~300~~395,~~269~~775). The Company has continued to pursue the financing of its operations during the year and the commercialization of its technology, and products in India and Latin America. The Company incurred sales and marketing ~~expenses~~ expenses of $1,~~210~~179,~~812~~616 (~~2013~~2014 – $~~194~~1,~~750~~210,812) and general and administrative expenses of $3,~~704~~177,~~013~~695 ( ~~2013~~2014 - $23,~~229~~704,~~904~~013). The most significant portion of the operating expense increase of $6163,~~095,506~~696 is the $31,~~317~~412,~~794~~197 increase in ~~research~~bank charges and ~~development~~ interest expenses, resulting from the ~~growth~~increase in the ~~Company’s~~notes ~~team~~that ofthe engineers and consultants, working in conjunction with our collaborative partners, building prototype units provided to cellular network operators for adoption by them as a part of their solutions for improved connectivity for their subscribers. The Company’s ~~Innovation~~used ~~Center in San Diego California is fully operational at this time,~~ as ~~well as~~ a ~~team~~financing ofmethod ~~engineers~~during ~~in India, that was not fully engaged in~~ the ~~prior fiscal~~ year. ~~The~~which ~~results~~had ofhigh ~~these efforts~~interest ~~have~~costs, ~~made~~and ahigh ~~substantive~~interest ~~improvement~~accruals inarising ~~the~~from ~~Company’s~~default ~~products~~on ~~and~~various ~~technology portfolio~~notes.

2830

Recent accounting pronouncements

In June 2014, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) No. 2014-1012, "Compensation ~~“Development~~- ~~Stage~~Stock ~~Entities~~Compensation (Topic ~~915~~718): ~~Elimination of~~Accounting ~~Certain~~for ~~Financial~~Share-Based ~~Reporting~~Payments ~~Requirements,~~When ~~Including~~the anTerms ~~Amendment~~of toan ~~Variable~~Award ~~Interest~~Provide ~~Entities Guidance in Topic 810, Consolidation."~~that ~~This ASU removes the definition of~~ a ~~development~~Performance ~~stage~~Target ~~entity~~Could ~~from~~be ~~the~~Achieved ~~ASC,~~after ~~thereby removing~~ the ~~financial~~Requisite ~~reporting~~Service ~~distinction between~~Period," ~~development~~("ASU ~~stage entities and other reporting entities from GAAP~~2014-12"). InThe ~~addition,~~amendments ~~the~~in ASU 2014-12 ~~eliminates~~require ~~the~~that ~~requirements~~a ~~for development~~performance ~~stage~~target ~~entities~~that toaffects ~~(1)~~vesting ~~present~~and ~~inception-to-date~~that ~~information~~could inbe ~~the~~achieved ~~statements~~after ofthe ~~operations,~~requisite ~~cash~~service ~~flows,~~period ~~and stockholders’~~be ~~equity,~~treated ~~(2) label the financial statements~~ as ~~those~~a ofperformance acondition. ~~development~~A ~~stage~~reporting entity, ~~(3)~~should ~~disclose~~apply aexisting ~~description~~guidance ~~of the development stage activities~~ in ~~which~~Accounting ~~the~~Standards ~~entity~~Codification isTopic No. ~~engaged~~718, ~~and~~"Compensation ~~(4)~~- ~~disclose~~Stock inCompensation" ~~the~~as ~~first~~it ~~year~~relates into ~~which~~awards ~~the~~with ~~entity~~performance isconditions nothat ~~longer~~affect ~~a development~~vesting ~~stage~~to ~~entity~~account ~~that~~for insuch ~~prior~~awards. ~~years~~The itamendments ~~had been~~ in ~~the development stage. This~~ ASU is2014-12 are effective for annual ~~reporting~~ periods ~~beginning after December 15, 2014,~~ and interim periods ~~therein.~~within ~~Early~~those ~~adoption is permitted. The Company has elected to adopt this ASU effective~~annual ~~with~~periods ~~the~~beginning ~~June~~after 30December 15, ~~2014 Quarterly Report on Form 10-Q and its adoption resulted in the removal of previously required development stage disclosures~~2015.

In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

In ~~August~~April, ~~2014~~2015, the FASB issued ASU ~~2014~~2015-15 03 on “Simplifying the Presentation of ~~Financial~~Debt ~~Statements~~issuance ~~Going~~costs” ~~Concern~~The ~~(Subtopic~~ASU ~~205-40)~~changes -the ~~Disclosure~~presentation of ~~Uncertainties~~debt ~~about~~issue costs in financial statements. Under the ASU, an ~~Entity’s~~entity ~~Ability~~presents tosuch ~~Continue~~ costs in the balance sheet as a ~~Going~~direct ~~Concern”.~~deduction ~~Currently,~~from ~~there~~the isrelated nodebt ~~guidance~~liability. Amortization inof ~~U.S.~~the ~~GAAP~~cost ~~about~~is ~~management’s~~reported ~~responsibility~~as toan ~~evaluate~~interest ~~whether there~~expense. isThe ~~substantial~~amendments ~~doubt~~in ~~about~~this anASU ~~entity’s~~are ~~ability~~effective tofor ~~continue~~public asbusiness aentities for ~~going~~annual ~~concern~~periods orending toafter ~~provide~~December ~~related~~15, ~~footnote~~2015. ~~disclosures~~Early adoption is permitted. The ~~amendments~~Company inadopted this ASU ~~provide~~effective ~~that~~December 31, ~~guidance.~~2015 Inupon ~~doing~~issuance ~~so,~~of ~~the~~its ~~amendments~~annual ~~are~~audited ~~intended~~financial tostatements. ~~reduce~~At ~~diversity~~that intime the ~~timing~~Company ~~and~~applied the new guidance retrospectively ~~content~~to all prior periods. The adoption of ~~footnote~~this ~~disclosures~~pronouncement did not have a material impact on the consolidated financial statements.

~~The~~In ~~amendments~~July ~~require~~2015, ~~management~~the toFASB ~~assess~~issued anASU ~~entity’s~~No. ~~ability~~2015-11, to“ ~~continue~~Inventory: asSimplifying athe ~~going~~Measurement ~~concern~~of byInventory ~~incorporating~~”, ~~and~~that ~~expanding~~requires ~~upon~~inventory ~~certain~~not ~~principles~~measured ~~that~~using ~~are~~either ~~currently~~the last in, ~~U.S.~~first ~~auditing~~out ~~standards. Specifically,~~(LIFO) or the ~~amendments~~retail ~~(1)~~inventory ~~provide~~method ato ~~definition~~be ofmeasured at the ~~term~~lower ~~substantial~~of ~~doubt,~~cost ~~(2)~~and ~~require~~net anrealizable ~~evaluation~~value. ~~every~~Net ~~reporting~~realizable ~~period~~value ~~including~~is ~~interim~~the ~~periods,~~estimated ~~(3)~~selling ~~provide~~prices ~~principles~~in ~~for considering~~ the ~~mitigating~~ordinary ~~effect~~course of ~~management’s plans~~business, ~~(4) require~~less ~~certain~~reasonably ~~disclosures~~predictable ~~when~~cost ~~substantial doubt is alleviated as a result~~ of ~~consideration of management’s plans~~completion, ~~(5)~~disposal ~~require an express statement~~ and ~~other~~transportation. ~~disclosures~~The ~~when~~new ~~substantial~~standard ~~doubt~~will isbe ~~not~~effective ~~alleviated, and (6) require an assessment~~ for a ~~period~~fiscal ofyears ~~one~~beginning ~~year~~ after ~~the~~December ~~date~~15, ~~that~~2016, ~~the~~including ~~financial~~interim ~~statements are issued (or available to be issued). The amendments in this~~periods ~~ASU~~within ~~are~~those ~~effective~~fiscal ~~for~~years, ~~public~~ and ~~nonpublic~~will ~~entities~~be ~~for~~applied ~~annual periods ending after December 15, 2016~~prospectively. Early adoption is permitted. The Company ~~has~~adopted ~~elected to adopt~~ this ASU effective December ~~with~~31, ~~this~~2015 ~~Annual~~upon ~~Report~~issuance onof ~~Form~~its ~~10-K~~annual ~~and~~audited ~~its~~financial ~~adoption~~statements. ~~resulted~~At inthat time the ~~additional disclosures~~Company inapplied ~~Note~~the 1,new ~~reflecting~~guidance ~~management’s~~retrospectively to ~~assessment~~all ofprior ~~the~~periods. ~~mitigating~~The ~~effect~~adoption of ~~management’s~~this ~~plans~~pronouncement ondid ~~the~~not ~~Company’s ability~~have toa ~~continue~~material asimpact aon ~~going~~the ~~concern~~consolidated financial statements.

The FASB issued ASU 2016-02, ~~the~~Leases ~~Emerging~~(Topic 842). ~~Issues~~ASU ~~Task~~2016-02 ~~Force~~requires ~~and~~that a lessee recognize the ~~SEC~~assets ~~have~~and ~~issued~~liabilities ~~certain other~~that ~~accounting~~arise ~~standards,~~from ~~updates,~~operating ~~and~~leases. ~~regulations~~A aslessee should recognize in the statement of ~~December~~financial ~~31,~~position ~~2014~~a ~~that~~liability ~~will~~to ~~become~~make ~~effective~~lease inpayments ~~subsequent~~(the ~~periods;~~lease liability) and a right-of-use asset ~~however,~~representing ~~management~~its ~~does~~right ~~not~~to ~~believe~~use ~~that~~the ~~any~~underlying asset for the lease term. For leases with a term of ~~those~~12 ~~updates~~months ~~would~~or ~~have~~less, ~~significantly~~a ~~affected~~lessee ~~our~~is permitted ~~financial~~to make an accounting ~~measures or~~policy ~~disclosures~~election ~~had~~by ~~they~~class ~~been~~of inunderlying ~~effect~~asset ~~during~~not ~~2014~~to orrecognize ~~2013~~lease assets and lease liabilities. In transition, lessees and itlessors ~~does~~are ~~not~~required ~~believe~~to ~~that~~recognize ~~any~~and measure leases at the beginning of ~~those~~the ~~pronouncements~~earliest ~~will~~period ~~have~~presented using a ~~significant~~modified ~~impact~~retrospective onapproach. ~~our~~The ~~consolidated~~new ~~financial~~standard ~~statements~~will atbe effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities. The Company has not yet determined the ~~time~~effect ~~they~~of ~~become~~the ~~effective~~adoption of this standard on the Company’s consolidated financial position and results of operations.

The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. An entity should disclose sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2015 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2015 or 2014, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective.

Critical Accounting Policies and Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.

29Goodwill and other intangible assets

~~Intangible~~The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

~~Acquired technology~~When ~~included~~testing ~~patents~~goodwill for impairment, ~~licensing~~the ~~rights~~Company ~~and~~may ~~trademarks~~assess ~~are~~qualitative ~~capitalized~~factors atfor ~~their~~some ~~acquisition~~or ~~cost~~all orof its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value. ~~The~~of ~~legal~~a ~~costs,~~reporting ~~patent~~unit ~~registration~~is ~~fees~~less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and ~~models~~perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and ~~drawings~~the carrying ~~required~~amount ~~for~~of ~~filing~~the ~~patent~~reporting ~~applications~~unit ~~are~~exceeds ~~capitalized~~its iffair ~~they~~value, ~~relate~~the Company would perform an analysis (step 2) to ~~commercially~~measure ~~viable~~such ~~technologies~~impairment. ~~Commercially~~In ~~viable~~2013, ~~technologies~~the ~~are~~Company ~~those~~first ~~technologies~~performed ~~that~~a ~~are~~qualitative ~~projected~~assessment to ~~generate~~identify ~~future~~and ~~positive~~evaluate ~~cash~~events ~~flows~~and incircumstances to conclude whether it is more likely than not that the ~~near~~fair ~~term~~value of the Company’s reporting unit is less than its carrying amount. Based on ~~Legal~~the ~~costs~~Company’s ~~associated~~qualitative ~~with~~assessments, ~~applications~~the Company concluded that ~~are~~a ~~not~~positive ~~determined~~assertion tocan be ~~commercially~~made ~~viable~~from ~~are~~the ~~expensed~~qualitative asassessment that ~~incurred~~it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. ~~All~~In ~~research~~accordance with the Codification, the Company reviews the carrying value of its intangibles and ~~development~~other ~~costs~~long-lived ~~incurred~~assets for impairment at least annually or whenever events or changes in ~~developing~~circumstances indicate that the ~~patentable~~carrying ~~idea~~amount ~~are~~of ~~expensed~~an asasset ~~incurred~~may not be recoverable. ~~Legal~~Recoverability of ~~fees~~long-lived ~~from~~assets is measured by comparing the ~~costs~~carrying ~~incurred~~amount inof the asset or asset group to the undiscounted cash flows that ~~successful~~the ~~defense~~asset or asset group is expected to generate. If the ~~extent~~undiscounted cash flows of ansuch ~~evident~~assets ~~increase~~are inless than the ~~value~~carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the ~~patents~~asset ~~are~~or ~~capitalized~~asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2015 and 2014.

~~Capitalized costs for patents are amortized on a straight~~Long-~~line~~Lived ~~basis~~Assets ~~over~~Subject ~~their~~to estimated useful life of each patent after the costs have been incurred. Once each patent or trademark is issued, capitalized costs are amortized on a straight-line basis over the shorter of the contractual/legal life or the estimated economic life. All research and development costs incurred in developing the patentable idea are expensed as incurred. The licensing right is amortized on a straight-line basis over a period of 7 years.Amortization

~~Goodwill~~The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever an impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. Based upon its review, the Company believes that as of December 31, 2015 and 2014, there was no impairment on its long-lived assets.

Generally accepted accounting principles in the United States require the Company to perform a goodwill impairment test annually and more frequently when negative conditions or a triggering event arise. In September 2011, the FASB issued amended guidance that simplified how entities test goodwill for impairment. After an assessment of certain qualitative factors, if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test(s) become optional. As provided for under the amended guidance, the Company chose not to assess the qualitative factors of its reporting units and, instead, performed the quantitative tests.32

~~Impairment~~Foreign orcurrency ~~disposal of long-lived assets~~translation

~~The~~Transactions ~~Company~~in ~~applies~~foreign ~~the~~currencies ~~provisions~~have ofbeen translated ~~Accounting~~into ~~Standards~~US ~~Codification (“ASC”)~~dollars ~~Topic~~using ~~360,~~the ~~“Property,~~current ~~Plant,~~rate ~~and~~method. ~~Equipment,”~~The ~~which~~functional ~~addresses~~currency ~~financial~~of ~~accounting~~the ~~and~~Company’s ~~reporting for~~former ~~the~~subsidiary ~~impairment~~5BARz AG, oris ~~disposal~~its oflocal ~~long-lived~~currency ~~assets.~~(Swiss ~~ASC~~Franc ~~360~~– ~~requires~~CHF). ~~impairment~~The ~~losses~~functional tocurrency beof ~~recorded~~the onCompany’s ~~long-lived~~subsidiary ~~assets~~5BARz ~~used~~International inSA ~~operations~~de ~~when~~CV, ~~indicators~~in ofMexico ~~impairment~~is ~~are~~the ~~present~~local ~~and~~currency, the ~~undiscounted~~Mexican ~~cash~~Peso, ~~flows~~and ~~estimated~~the tofunctional becurrency ~~generated~~in bythe ~~those~~Company’s ~~assets~~subsidiary 5BARz ~~are~~India ~~less~~Private ~~than~~Limited is the ~~assets’~~functional ~~carrying~~currency ~~amounts.~~in ~~In that event~~India, athe ~~loss~~Indian isRupee. ~~recognized~~Assets ~~based~~and onliabilities ~~the~~are ~~amount~~translated bybased ~~which~~upon the ~~carrying~~ ~~amount~~exchange ~~exceeds~~rates ~~the~~at ~~fair value of~~ the ~~long-lived~~balance ~~assets.~~sheet ~~Loss~~date, onwhile ~~long-lived~~revenue ~~assets~~and toexpense beaccounts ~~disposed~~are oftranslated isat ~~determined~~the inaverage aexchange ~~similar~~rates prevailing ~~manner,~~during ~~except~~the ~~that~~year. ~~fair~~Equity ~~values~~accounts are ~~reduced~~translated ~~for~~at ~~the~~historical ~~cost~~exchange ~~of disposal~~rates. ~~Based~~The onresulting ~~its~~gain ~~review,~~and ~~the~~loss ~~Company~~adjustments ~~believes~~are ~~that~~ accumulated as a component of ~~December 31,~~stockholders ~~2014~~equity and ~~2013,~~other ~~there~~comprehensive ~~was no impairment of its long-lived assets~~income.

Accounting for Derivatives

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

30For non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount is then recognized over the period the services are required to be provided in exchange for the award, usually the vesting period.

Stock-Based Compensation - continued

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction.

The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Derivative Financial Instruments

The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

Liquidity and Capital Resources

As at December 31, ~~2014~~2015

As at the year ended December 31, ~~2014~~2015, the reporting issuer’s current assets were $~~263~~582,~~905~~007 (~~2013~~2014 - $~~740~~263,~~096~~905) and current liabilities were $39,~~764~~748,~~702~~917 (~~2013~~2014 - $23,~~032~~764,~~689~~702), which resulted in a working capital deficiency of $39,~~500~~166,~~797~~914 (2014 ~~2013~~ - $13,~~292~~500,~~593~~797). As at December 31, ~~2014~~2015, current liabilities were comprised of: (i) $1,~~090~~118,~~240~~495 in accounts payable and accrued expenses that ~~arise~~arose from the acquisition of the Company’s subsidiary CelLynx Group, Inc. acquired in March 2012; and (ii) $13,~~776~~878,~~036~~723 of accounts payable and accrued liabilities arising from the operations of 5BARz International Inc. (iii) $~~280~~2,~~486~~883,264 of notes payable, and $~~547~~1,~~940~~868,439 of derivative liabilities arising from convertible ~~notes~~debt that contained a variable conversion feature with an indeterminable number of shares therefore the Company applied a sequencing policy resulting in all warrants issued subsequently to be classified as a derivative liability with the exception of share based compensation to employees or directors.

As at December 31, ~~2014~~2015, the Company’s total assets were $4,~~902~~619,~~539~~ 805 comprised of: (i) $~~263~~582,~~905~~007 in current assets; and (ii) $32,~~236~~753,~~033~~585 comprised of the 5BARz™ ~~intellectual property~~intangible assets, net (iii) $1,140,246 comprised of goodwill on the 60% investment in CelLynx Group, Inc., and (iii) $~~262~~143,~~355~~967 of furniture and equipment, net.

As at December 31, ~~2014~~2015, the Company’s total liabilities were $39,~~815~~748,~~608~~921 (~~2013~~2014 - $23,~~133~~815,~~153~~608) .

Stockholders’ equity decreased from an equity balance of $31,~~360~~086,~~578~~ 931 at December 31, ~~2013~~2014 to stockholders’ equity of ($15,~~086~~129,~~931~~ 116) at December 31, ~~2014~~2015. This decrease of $26,~~273~~216,~~647~~047 is attributable in the most part to ~~equity~~a ~~transactions~~loss during ~~year~~the ~~ended~~period ~~December 31, 2014~~ of $710,~~464~~398,~~190 being~~044, which was offset by athe ~~loss~~issuance ~~during~~of ~~the~~equity ~~period~~securities of $94,~~688~~304,~~632~~489. The differential is comprised of warrants being reclassified as derivative liabilities.

The Company is an emerging growth company and has not commenced planned ~~principal~~principle operations. The Company has ~~made~~ no substantial revenue to date. The Company is seeking additional sources of equity or debt financing, and there is no assurance these activities will be successful. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the Company’s continued existence is dependent upon adequate additional financing being raised to develop its sales and marketing program for the sales of 5BARz™ product and commence its planned operations.

Subsequent to December 31, ~~2014~~2015 the Company ~~has~~issued ~~raised~~27,820,000 ~~equity capital~~units byfrom ~~way~~a of Private Placements for proceeds of $~~281~~1,~~125~~391,000 at a price of $0.05 per unit, completed during the period January 1, ~~2015~~ 2016 to ~~March~~April 207, ~~2015~~2016.

We anticipate that our operational and general and administrative expenses for the next 12 months will be substantial, but maintained in relation to our ability to raise capital. When sufficient financing is received, we will add additional management, engineering, and sales personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs. The allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

31Cash Flows used in Operating Activities

~~Cash~~For ~~Flows~~the ~~from~~year ~~Operating~~ended ~~Activities~~December 31, 2015, net cash flows used in operating activities was $4,044,033 consisting primarily of cash used for general and administrative expenses, research and development and sales and marketing costs. In addition, the Company financed operating activities through a significant increase in accounts payable and accrued expenses in the amount of $1,947,814, and the issuance of stock based compensation of $375,697.

For the year ended December 31, 2014, net cash flows used in operating activities was $5,440,416 consisting primarily of cash used for general and administrative expenses, research and development and sales and marketing costs. In addition, the Company financed operating activities through a significant increase in accounts payable in the amount of $1,499,506, and the issuance of stock based compensation of $1,676,676.

Cash Flows from Investing Activities

For the year ended December 31, ~~2014~~2015, net cash flows used in ~~investing~~ investing activities was $~~167~~31,~~634~~831 comprised of expenditures on furniture and equipment assets of $~~115~~22,~~601~~413, ~~for the expansion of the Company’s Innovation Center in San Diego,~~ as well as $529,~~033~~418 paid for the filing of additional patent applications.

Cash Flows from Financing Activities

The Company has financed operations ~~primarily~~ from the issuance of equity and debt securities. For the year ended December 31, ~~2014~~2015, net cash flows provided from financing activities was $54,~~180~~346,~~539~~680 comprised of of proceeds from the sale of common stock in the amount of $42,~~840~~960,~~545~~168 and proceeds the ~~repayment~~issuance of convertible securities of $2,476,750. The Company repaid convertible notes in the amount of $531,~~997~~ 071,434 and ~~payment~~cancellation of ~~principle amounts due under a~~ capital ~~lease~~leases of $3918,~~558~~804.

We expect that working capital requirements will continue to be funded through further issuances of securities by the Company as well as the sales of equity in subsidiaries licensed to sell 5BARz product in foreign jurisdictions and from proceeds generated by sales, or through the leverage of these payments.

Plan of Operation and Funding

The Company has ~~entered~~continued ~~into~~to afinance ~~series~~operations of through private placements ~~over the~~by ~~past~~way ~~several~~of ~~quarters~~unit offerings to ~~finance~~accredited ~~operations~~investors. ~~Subsequent~~Each tounit comprises of a share and warrant. In addition, during the year ~~end~~ended December 31, 2015 the Company financed by way of convertible debt as a bridge financing in front of larger financings in progress. In March 2015 the Company announced the engagement of Axis Capital, one of the leading investment banks in India to work with the Company in raising $20 million for the development of 5BARz India, incorporated in in January 2015. InContinued ~~addition, further~~ sales of equity securities by the parent Company, ~~followed~~trade bycredit ~~anticipated~~arrangements, as well as anticipated cash flow from sales of product are expected to be adequate to fund our operations over the next twelve months. We have no bank financing arrangements. Generally, we have financed operations to date through private placement of equity and debt and an increase in liabilities due ~~from~~ to individuals and businesses that work with the Company. It is the intent of the Company to reduce ~~it’s~~its net working capital deficit once revenues are generated from its planned ~~principle~~principal operations in the upcoming year. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) development and marketing of our line of product; and (ii) expansion of our operations on a more global scale.

We note that additional issuances of equity or convertible debt securities will result in dilution to our current shareholders.

Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Contractual Obligations

The impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with the factors that impact our cash ~~flows~~ flows discussed previously. The following table summarizes our contractual obligations at December 31, ~~2014~~ 2015:

	PAYMENTS DUE BY PERIOD
December 31, 2014	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
December 31, 2015	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Capital leases – equipment	$	120,906	$	70,000	$	50,906	$	—	$	—
Operating leases – US facilities	$	1,220,947	$	264,314	$	591,754	$	364,879	$	—
Operating leases - facilities		1,424,110		203,163		555,102		612,465		53,380
Operating lease – India		43,200		10,800		32,400
Total	$	1,~~545~~264,~~016~~147	$	~~273~~275,~~163~~114	$	~~606~~624,~~008~~154	$	~~612~~364,~~465~~879	$	~~53,380~~—

32On July 24, 2013 the Company entered into a lease agreement in San Diego for facilities, which commenced on October 1, 2013. Pursuant to the terms of that lease, the Company committed over a period of 39 months. In May 2014 the Company entered into a commitment to expand the Company’s leased facilities in San Diego for a period of 66 months, from September 1, 2014. As a result, the future minimum lease payments for the existing and expanded facilities at December 31, 2015 is $1,220,947.

On ~~July~~January 241, ~~2013~~2015 the Company entered into aan operating lease ~~agreement~~ arrangement in ~~San~~India ~~Diego~~ for ~~facilities, which commenced on October 1, 2013. Pursuant to~~ the ~~terms of that~~ sub-lease, ~~the Company committed over a period~~ of 39facilities ~~months.~~at ~~In May 2014 the Company entered into~~ a ~~commitment~~monthly tocost ~~expand~~of ~~the~~$900 ~~Company’s~~(USD) ~~leased facilities~~per inmonth. ~~San~~The ~~Diego~~sub-lease ~~for~~term ais ~~period~~five of(5) ~~66 months, from September 1, 2014~~years. AsThe ~~a result the~~ future minimum lease payments ~~for~~ ~~the existing and expanded facilities~~ at December 31, ~~2014~~2015 isare $143,~~424,110~~200.

On November 1 2013, the Company entered into an agreement for the acquisition of R&D equipment for use by their engineering group in their innovation center in San Diego, in the amount of $180,000 paid over three years. At December 31, 2014 the remaining balance under the terms of the lease was $120,906. 35

On January 11, 2011, the Company assumed a material commitment to CelLynx Group, Inc. to make available under the terms of a line of credit agreement $2.2 million, expiring October 5, 2013. On September 30, 2013 the Company agreed to extend the funding of CelLynx Group, Inc. under the terms of an amended Line of Credit Agreement. At the date of the extension of the line of credit agreement, the balance due to 5BARz International, Inc. was $2,503,764. The commitment to fund and debts provided under the line of credit agreement mature in the lesser of one year or when CelLynx earns sufficient royalty income to become self sustaining. The line of credit agreement matured on September 30, 2014. The balance due to 5BARz International, Inc., by Cellynx Group, Inc., under the line of credit agreement, principle and interest on December 31, 2014 was $2,865,032 (eliminated in consolidation).

Off-Balance Sheet Arrangements

As of the date of this Annual Report, we do not have any 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 that are material to investors.

Foreign currency translation

Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Company’s subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). Under this method, monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets have been translated at the historical rate of exchange prevailing at the date of the transaction. Expenses have been translated at the exchange rate at the time of the transaction. Realized and unrealized foreign exchange gains and losses are included in operations.

Inventory

The Company carries inventory in the amount of $165,091 which is comprised of 988 units of Road Warrior cellular networks extenders.

Revenue Recognition

WeThe ~~have~~Company's ~~not~~revenue ~~earned~~recognition ~~any~~policies are ~~revenue~~in tocompliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

Going Concern

The independent auditors' report accompanying our financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

33Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Item~~Market ~~7A.~~risk ~~Quantitative~~is the risk of loss from adverse changes in market prices and ~~Qualitative~~interest ~~Disclosures~~rates. ~~About~~We ~~Market~~do ~~Risk~~not have substantial operations at this time so they are not susceptible to these market risks. If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.

Market risk is the risk of loss from adverse changes in market prices and interest rates. We do not have substantial operations at this time so they are not susceptible to these market risks. If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.36

Item 8. Financial Statements and Supplementary Data

5BARZ INTERNATIONAL, INC.
Index to Financial Statements
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets:
At December 31, 2014 and December 31, 2013		F-2
At December 31, 2015 and December 31, 2014		F-2
Consolidated Statements of Operations and Comprehensive Loss:
For the years ended December 31, 2014 and December 31, 2013		F-3
For the years ended December 31, 2015 and December 31, 2014		F-3
Consolidated Statements of Cash Flows:
For the years ended December 31, 2014 and December 31, 2013		F-4
For the years ended December 31, 2015 and December 31, 2014		F-4
Consolidated Statements of Stockholders' equity:
Consolidated Statements of Stockholders' (Deficit) Equity:
For the years ended December 31, 2014 and December 31, 2013		F-5
For the years ended December 31, 2015 and December 31, 2014		F-5
Notes to Consolidated Financial Statements:		F-6

3537

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the

Board of Directors and Shareholders

of 5BARz International, Inc.

We have audited the accompanying consolidated balance sheets of 5BARz International, Inc. and Subsidiaries (the “Company”) as of December 31, ~~2014~~2015 and ~~2013~~2014, and the related consolidated statements of operations and comprehensive loss, stockholders’ (deficit) equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the ~~financial~~consolidated financial position of 5BARz International, Inc. and Subsidiaries, as of December 31, ~~2014~~2015 and ~~2013~~2014, and consolidated results of ~~its~~ their operations and ~~its~~their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has had recurring operating losses since its inception and has historically been dependent on raising capital from external sources in order to fund its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ~~consolidated~~ financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

/s/ Marcum llp

New York, NY

April 1526, ~~2015~~2016

F-1

5BARz INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 2014 AND DECEMBER 31, 2013
AT DECEMBER 31, 2015 AND DECEMBER 31, 2014
	December 31,			December 31,
	2014			2013
	2015			2014
ASSETS
CURRENT ASSETS:
Cash	$	25294,~~103~~561		$	~~450~~25,~~215~~103
Inventories		~~165~~167,~~091~~059			~~161~~165,~~900~~091
Note receivable		—			65,000
Prepaid expenses and deposits		119,061			73,711
Prepaid expenses and deposits		73,711			62,981
Other receivables		1,326			—
TOTAL CURRENT ASSETS		~~263~~582,~~905~~007			~~740~~263,~~096~~905
FIXED ASSETS:
Furniture and equipment, net		~~262~~143,~~355~~967			~~225~~262,~~983~~355
OTHER ASSETS:
Intangible assets, net		32,~~236~~753,~~033~~585			3,~~387~~236,~~406~~033
Goodwill		1,140,246			1,140,246
TOTAL OTHER ASSETS		43,~~376~~893,~~279~~831			4,~~527~~376,~~652~~279
TOTAL ASSETS	$	4,~~902~~619,~~539~~805		$	54,~~493~~902,~~731~~539
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	24,~~866~~997,~~276~~218		$	12,~~450~~866,~~167~~276
Due to escrow agent		—			52,321
Derivative liabilities		1,868,439			547,940
Derivative liabilities		547,940			60,018
Capital lease obligation ( current portion )		—			70,000
Capital lease obligation ( current portion )		70,000			60,000
Notes payable, net of debt discount		2,883,264			280,486
Notes payable, net of debt discount		280,486			410,183
TOTAL CURRENT LIABILITIES		9,748,921			3,764,702
TOTAL CURRENT LIABILITIES		3,764,702			2,032,689
Capital lease obligation (non- current portion )		—			50,906
Related party loans		—			—
TOTAL LIABILITIES		9,748,921			3,815,608
Capital lease obligation (non- current portion )		50,906			100,464
COMMITMENTS AND CONTINGENCIES
TOTAL LIABILITIES		3,815,608			2,133,153
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 400,000,000 shares authorized; 298,097,334 and 213,384,526 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively		298,096			213,383
Common stock, $.001 par value, 400,000,000 shares authorized; 213,384,526 and 163,909,191 shares issued and outstanding as of December 31, 2014 and 2013, respectively		213,383			163,909
Capital in excess of par value		19,265,220			15,135,856
Capital in excess of par value		15,135,856			7,721,140
Accumulated deficit		(25,260,274	)		(14,862,230	)
Accumulated deficit		(14,862,230	)		(5,173,598	)
Accumulated other comprehensive income		30,275			31,633
Accumulated other comprehensive income		31,633			29,234
Non-controlling interest		537,567			568,289
Non-controlling interest		568,289			619,893
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(5,129,116	)		1,086,931
TOTAL STOCKHOLDERS' EQUITY		1,086,931			3,360,578
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	4,619,805		$	4,902,539
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,902,539		$	5,493,731
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these financial statements

F-2

5BARz INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
	2014			2013
	2015			2014
Sales	$	—		$	—
Income Statement
Cost of Sales		—			—
Sales	$	2,350		$	—
Gross profit		—			—
Cost of Sales		(6,989	)		—
Gross profit (loss)		(4,639	)		—
Operating expenses:
Amortization and depreciation		~~282~~566,~~636~~929			10282,~~512~~636
Bank charges and interest		741,~~473~~486,670			5974,~~056~~473
Sales and marketing expenses		1,~~210~~179,~~812~~616			~~194~~1,~~750~~210,812
Research and development		43,~~123~~148,~~841~~561			~~806~~4,~~047~~123,841
General and administrative expenses		3,~~704~~177,~~013~~695			23,~~229~~704,~~904~~013
Total operating expenses		9,~~395~~559,~~775~~471			39,~~300~~395,~~269~~775
(Loss) from operations		(9,395,775	)		(3,300,269	)
Loss from operations		(9,564,110	)		(9,395,775	)
Other income (expense):
Interest income		58—			—58
Change in fair value of derivative liability		~~(224~~45,~~432~~356	)		(60224,~~018~~432	)
Loss on conversion of debt		—			(17,500	)
Interest expense – debt discount		(754,761	)		(105,504	)
Change in warrant liability		—			8,178
Liquidation expenses 5Barz AG		(155,251	)		(14,583	)
Interest expense – debt discount		(105,504	)		—
Total other expense		(864,656	)		(344,461	)
Liquidation expenses 5BARz AG		(14,583	)		—
Net loss before non-controlling interest		(10,428,766	)		(9,740,236	)
Gain on debt settlements		—			1,073,009
Non-controlling interest share of net loss		30,722			(51,604	)
Total other (expense) income		(344,461	)		1,003,669
Net loss after non-controlling interest	$	(10,398,044	)	$	(9,688,632	)
Net loss		(9,740,236	)		(2,296,600	)
Basic and diluted (loss) per common share		(0.04	)		(0.05	)
Net loss - non-controlling interest		(51,604	)		(94,101	)
Weighted average number of shares outstanding		232,848,166			179,383,808
Net loss - controlling interest		(9,688,632	)		(2,202,499	)
Basic loss per common share		(0.05	)		(0.02	)
Weighted average number of shares outstanding		179,383,808			126,639,034
Other comprehensive income
Foreign currency translation gain		2(1,~~399~~358	)		242,~~962~~399
Other comprehensive income		2(1,~~399~~358	)		242,~~962~~399
Comprehensive loss	$	(910,~~686~~399,~~233~~402	)	$	(29,~~177~~686,~~537~~233	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

5BARz INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, and 2013
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 and 2014
	2014			2013
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(910,~~740~~428,~~236~~766	)	$	(29,~~296~~740,~~600~~236	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		282,636			10,512
Depreciation and amortization		566,929			282,636
Stock based compensation		1375,~~676,676~~697			~~601~~1,~~113~~676,676
Change in fair value of derivative liability		~~224~~(45,~~432~~356	)		60224,~~018~~432
Change in warrant liability		—			(8,178	)
Common shares issued for services		1,235,321			491,720
Common shares issued for services		491,720			228,740
Interest expense – debt discount		754,761			105,504
Gain on settlement of debts		—			(1,073,009	)
Liquidation of 5BARz AG		155,251			—
Interest expense – debt discount		105,504			—
Changes in operating assets and liabilities:
Change in inventory		(3,191	)		(161,900	)
Change in inventories		(1,968)			(3,191	)
Change in note receivable		65(1,~~000~~326	)		(65,000	)
Change in accounts payable and accrued expenses		1,~~517~~949,~~506~~706			~~406~~1,~~397~~517,506
Change in prepaid expenses and deposits		(1045,~~730~~350	)		(4010,~~825~~730	)
Change in unpaid interest and penalties on notes payable		2,588			108,377
Change in due to escrow agent		—			(52,321	)
Change in due to escrow agent		(52,321	)
Change in unpaid interest and penalties on notes payable		1,442,960			2,588
Net cash used in operating activities		(54,~~440~~042,~~416~~141	)		(25,~~230~~440,~~355~~416	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intangible assets		(529,~~033~~418	)		—(52,033	)
Purchase of furniture and equipment assets		(~~115~~22,~~601~~413	)		(62115,~~293~~601	)
Net cash used in investing activities		(~~167~~31,~~634~~831	)		(62167,~~293~~634	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes		~~400~~2,~~000~~476,750			35400,000
Payments of amounts due to related party		—			(19,850	)
Proceeds used to settle notes payable		(1,071,434	)		(53,997	)
Proceeds used to settle notes payable		(53,997	)		(357,583	)
Proceeds from issuance of common stock		2,960,168			4,840,545
Proceeds from issuance of common stock		4,840,545			2,930,750
Proceeds from issuance of common stock by subsidiary - 5BARz AG		—			33,549
Proceeds from issuance of common stock by subsidiary - 5BARz AG		33,549			91,276
Cancellation of capital leases		(18,804	)		(39,558	)
Principal payments of capital leases		(39,558	)		(10,000	)
Net cash provided by financing activities		4,346,680			5,180,539
Net cash provided by financing activities		5,180,539			2,669,593
Effect of foreign currency exchange		(3,250	)		2399
Effect of foreign currency exchange		2,399			24,962
NET INCREASE IN CASH		269,458			(425,112	)
NET (DECREASE) INCREASE IN CASH		(425,112	)		401,907
CASH, BEGINNING OF PERIOD		25,103			450,215
CASH, BEGINNING OF YEAR		450,215			48,308
CASH, END OF PERIOD	$	294,561		$	25,103
CASH, END OF YEAR	$	25,103		$	450,215
Supplementary disclosure of Cash Flow Information
Cash paid for interest	$	11,723		$	12,376
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of notes payable and accrued expenses	$	458,852		$	70,300
Settlement of accounts payable with common stock	$	109,000		$	105,000
Settlement of notes payable with common stock		—			66,700
Issuance of warrants in connection with debt	$	600,000		$	—
Reclassification warrants to derivative liabilities from equity	$	1,823,083		$	—
Lease obligation	$	—		$	120,906
Cancellation of capital lease	$	83,940		$	—
The accompanying notes are an integral part of these consolidated financial statements.

F-4

5BARz INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, and 2013
CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY
Supplementary disclosure of Cash Flow Information	2014		2013
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
Cash paid for interest	$	12,376	$	8,915
		Common Stock			Excess of			Accumulated			Non- Control- ling			Other Compre- hensive
Cash paid for income taxes	$	—	$	—
		Shares	Amount		Par Value			Deficit			Income			Income			Total
NON-CASH INVESTING AND FINANCING ACTIVITIES
Balances, January 1, 2014		163,909,191	$	163,909	$	7,721,140		$	(5,173,598	)	$	619,893		$	29,234		$	3,360,578
Conversion of notes payable - CelLynx Group,Inc. & 5BARz	$	70,300	$	30,500
Shares issued for cash		44,053,632		44,054		4,796,491			—			—			—			4,840,545
Replacement of common shares acquired with a convertible note	$	—	$	80,000
Shares issued for services		4,274,481		4,273		487,447			—			—			—			491,720
Issuance of convertible note in lieu of accounts payable	$	—	$	147,428
Shares issued for debt		700,000		700		104,300			—			—			—			105,000
Shares issued to settle interest on notes payable	$	—	$	7,500
Conversion of convertible note		447,222		447		66,253			—			—			—			66,700
Settlement of accounts payable with common stock	$	105,000	$	1,270,193
Shares sold by 5BARz AG		—		—		33,549			—			—			—			33,549
Settlement of notes payable with common stock	$	66,700	$	514,398
Stock option expense		—		—		1,478,733			—			—			—			1,478,733
Lease obligation	$	120,906	$	160,464
Warrants issued for services		—		—		157,557			—			—			—			157,557
Warrants issued for debt agreement		—		—		132,688			—			—			—			132,688
Beneficial conversion feature		—		—		117,312			—			—			—			117,312
Stock paid compensation CelLynx		—		—		40,386			—			—			—			40,386
Net loss		—		—		—			(9,688,632	)		(51,604	)		—			(9,740,236	)
Foreign currency gain (loss) – AOCI		—		—		—			—			—			2,399			2,399
Balances, December 31, 2014		213,384,526	$	213,383	$	15,135,856		$	(14,862,230	)	$	568,289		$	31,633		$	1,086,931
Shares issued for cash		59,344,173		59,344		2,900,824			—			—			—			2,960,168
Shares issued for services		14,097,220		14,098		1,221,223			—			—			—			1,235,321
Shares issued for debt		2,180,000		2,180		106,820			—			—			—			109,000
Conversion of convertible note		9,091,415		9,091		449,761			—			—			—			458,852
Stock option expense		—		—		375,697			—			—			—			375,697
Warrants issued with debt		—		—		531,468			—			—			—			531,468
Beneficial conversion feature of debt		—		—		366,654			—			—			—			366,654
Reclassification of Warrants to derivative liability upon issuance		—		—		(1,823,083	)		—			—			—			(1,823,083	)
Net loss		—		—		—			(10,398,044	)		(30,722	)		—			(10,428,766	)
Foreign currency gain (loss) -AOCI		—		—		—			—			—			(1,358	)		(1,358	)
Balances, December 31, 2015		298,097,334	$	298,096	$	19,265,220		$	(25,260,274	)	$	537,567		$	30,275		$	(5,129,116	)

The accompanying notes are an integral part of these consolidated financial statements

F-4.1

5BARz INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
	Common Stock						Excess of			Accumulated			Other Comprehensive			Non- Controlling
	Shares			Amount			Par Value			Deficit			Income			Income		Total
Balances, January 1, 2013		117,418,281		$	117,418		$	3,226,802		$	(2,971,099	)	$	713,994		$	4,272	$	1,091,387
Shares issued for cash		35,775,000			35,775			2,894,975			—			—			—		2,930,750
Shares issued for services		3,581,200			3,581		$	225,159			—			—			—		228,740
Conversion of convertible note		25,000			25			4,975			—			—			—		5,000
Shares issued for debt		8,689,710			8,690		$	763,751			—			—			—		772,441
Shares sold by 5BARz AG		—			—			91,276			—			—			—		91,276
Stock option expense		—			—			592,622			—			—			—		592,622
Share price adjustment		20,000			20			(20	)		—			—			—		0
Net loss		—			—			—			(2,202,499	)		(94,101	)		—		(2,296,600	)
Foreign currency gain (loss) - ACOI		—			—			—			—			—			24,962		24,962
Cancellation of share issuance - MIH		(1,600,000	)		(1,600	)		(78,400	)		—			—			—		(80,000	)
Balances, December 31, 2013		163,909,191		$	163,909		$	7,721,140		$	(5,173,598	)	$	619,893		$	29,234	$	3,360,578
Shares issued for cash		44,053,632			44,054			4,796,491			—			—			—		4,840,545
Shares issued for services		4,274,481			4,273			487,447			—			—			—		491,720
Shares issued for debt		700,000			700			104,300			—			—			—		105,000
Conversion of convertible note		447,222			447			66,253			—			—			—		66,700
Shares sold by 5BARz AG		—			—			33,549			—			—			—		33,549
Stock option expense		—			—			1,478,733			—			—			—		1,478,733
Warrants issued for services		—			—			157,557			—			—			—		157,557
Warrants issued for debt agreement		—			—			132,688			—			—			—		132,688
Beneficial conversion feature		—			—			117,312			—			—			—		117,312
Stock paid compensation CelLynx		—			—			40,386			—			—			—		40,386
Net loss		—			—			—			(9,688,632	)		(51,604	)		—		(9,740,236	)
Foreign currency gain (loss) – AOCI		—			—			—			—			—			2,399		2,399
Balances, December 31, 2014		213,384,526		$	213,383		$	15,135,856		$	(14,862,230	)	$	568,289		$	31,633	$	1,086,931

F-5

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 1 – Organization and Going Concern

The Company was incorporated under the laws of the State of Nevada on November 14, 2008. The Company was originally named “Bio-Stuff” and was a designated shell corporation from inception to the date of acquisition of the 5BARz assets.

In 2010 the Company changed its name to 5BARz International, Inc. and the Company acquired a set of agreements for a 50% interest in certain intellectual property underlying the 5BARz™ products, and marketing rights. The 5BARz products are highly engineered wireless units referred to as “cellular network infrastructure devices”. The 5BARz™ device captures cell signal and provides a smart amplification and resend of that cell signal giving the user improved cellular reception in their home, office or while mobile. On March 29, 2012, 5BARz International, Inc. acquired a 60% controlling interest in CelLynx Group, Inc. ( the founder of the 5BARz technology) and a 60% interest in the intellectual property underlying the 5BARz™ products. On January 12, 2015 the Company incorporated two new subsidiaries, 5BARz International SA de CV (99%) in Mexico, and 5BARz India Private Limited (99.9%) in India.

OnThese ~~November~~financial 6,statements ~~2011,~~reflect the financial position for the Company ~~incorporated~~and aits subsidiary ~~Company in Zurich~~companies, ~~Switzerland~~CelLynx ~~called~~Group ~~5BARz~~Inc. AG(60%) ~~which~~and isits awholly 94owned subsidiary CelLynx Inc.2 (100%), ~~held~~5BARz ~~subsidiary~~International SA atde ~~December~~CV 31(99%), ~~2014.~~and ~~This~~5BARz ~~entity~~India ~~has~~Private ~~been~~Limited ~~granted~~(99.9%). ~~the license~~Results of operations for subsidiary Companies are reflected only from the ~~marketing~~date ~~and~~of ~~distribution~~acquisition ~~rights~~of that subsidiary for ~~5BARz™~~the ~~products~~period indicated in ~~Germany,~~the ~~Austria~~respective ~~and Switzerland~~statement.

These financial statements reflect the financial position for the Company and its subsidiary companies 5BARz AG, CelLynx Group Inc. and its wholly owned subsidiary CelLynx Inc. as at December 31, 2014. Results of operations for subsidiary Companies are reflected only from the date of acquisition of that subsidiary for the period indicated in the respective statement.

Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has ~~made~~had substantial no ~~revenue~~sales to date. The Company incurred losses of $910,~~740~~428,~~236~~766 and $29,~~296~~740,~~600~~236 during the year ended December 31, ~~2014~~2015 and ~~2013~~2014 respectively. Cash used in operating activities was $54,~~440~~044,~~416~~033 and $25,~~230~~440,~~355~~416 for the year ended December 31, ~~2014~~2015 and ~~2013~~2014 respectively. The Company is seeking additional sources of equity or debt financing, and there is no assurance these activities will be successful. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the Company’s continued existence is dependent upon adequate additional financing being raised to develop its sales and marketing program for the sales of 5BARz product, to expand the Company’s product base and ~~commence~~ commence its planned operations.

Management’s assessment of the significant mitigating factors include several quantitative and qualitative conditions which support the Company’s ability to continue as a going concern as follows;

	·	Continued ability to generate proceeds from private placements – since inception of the ~~5BARz~~ business in 2008, the Company has financed operations through private placements and debt, with increased volumes in the recent ~~year~~years. The Company’s gross proceeds from private placements for the year ended December 31, ~~2014~~2015 was $2,960,168 compared to $4,840,545 ~~compared~~in to2014. In addition the Company received proceeds of $2,~~930~~476,750 by issue of convertible debt during the year ended December 31, 2015 compared to $400,000 in ~~2013~~2014. ~~This~~The ~~represents~~Company anpaid ~~increase~~for services and settled debt by the issue of ~~65%~~shares ~~over~~in the ~~prior~~amount of $1,344,321 during the year ended December 31, 2015 compared to $596,720 in 2014. In March 2015, the Company’s subsidiary 5BARz India Private Limited engaged Axis Capital in India to raise $20 million dollars for the Company through the sale of equity securities of subsidiary operations in India.
	·	~~Delivery~~Product ofCommercialization ~~Beta Products~~ – In ~~February~~August ~~2014~~2015, the Company ~~presented~~became aan ~~commercial~~approved ~~grade~~vendor and received its first purchase orders for product infrom ~~Barcelona~~a ~~during~~Tier ~~the~~1 ~~Mobile~~cellular ~~World~~network ~~Congress~~operator in India. BySince ~~August~~that ~~2014~~time the Company ~~delivered~~has ~~products~~received ~~for~~follow ~~testing~~on toorders afrom ~~collaborative~~that ~~partner~~customer infor ~~Latin~~50 ~~America,~~to ~~which~~100 isunits aneach. ~~international~~In ~~cellular~~March ~~network~~2016 ~~operator.~~the InCompany ~~December~~became ~~2014,~~an ~~that~~approved ~~Company~~vendor ~~completed~~and areceived ~~further~~its ~~product~~first purchase orders for ~~testing~~product byfrom a second Tier 1, cellular network operator in India. ~~The Company’s rate of development is accelerating.~~

The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

F-6

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, 2015 ~~2014~~ and ~~2013~~2014

Note 12 – ~~Organization~~Summary ~~and~~of ~~Going~~significant ~~Concern~~accounting ~~(continued)~~policies

Going concern – (continued)

Note 2 - Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America

The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its 94subsidiary companies CelLynx Group Inc.2 (60%) and its wholly owned subsidiary CelLynx Inc. (100%), 5BARz AGInternational SA de CV (99%) in Mexico, and ~~it’s~~5BARz 60India Private Limited (99.9%) ~~owned~~in ~~subsidiary~~India. Results of ~~CelLynx~~operations ~~Group,~~for ~~Inc.~~subsidiary ~~and~~Companies ~~that~~are ~~Company’s~~reflected ~~100%~~only ~~owned~~from ~~subsidiary~~the ~~CelLynx~~date of acquisition of that subsidiary, ~~Inc~~for the period indicated in the respective statements. All intercompany accounts and transactions have been eliminated in consolidation.

AsThe ~~the~~ Company ~~has~~started ~~not yet commenced any~~ revenue-generating operations in the last quarter of 2015, ~~does~~however ~~not~~these ~~have~~activities ~~any~~are in early stages and still do not generate cash flows from operations, so ~~and~~the Company is dependent on debt and equity funding to finance its operations, ~~the~~and ~~Company~~it is considered anto ~~emerging~~be ~~growth~~a development stage company. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to commercialize the Company’s current technology before another company develops similar technology.

In June 2014, ~~as discussed in Note, 2,~~ the Financial Accounting ~~Standards~~ Standards Board issued new guidance that removed all incremental financial reporting requirements from generally accepted accounting ~~principles~~ principles in the United States for development stage entities. The Company early adopted this new guidance effective June 30, 2014, as a result of which all inception-to-date financial information and disclosures have been removed from this report.

Cash

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of one year or less.

Use of estimates

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates.

Concentration of credit risk

Cash includes deposits in accounts maintained at financial institutions. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. To date, the Company has not experienced any losses in such accounts.

F-7

5BARz International, Inc.

Notes To Consolidated Financial Statements

December 31, 2014 and 2013

Research and development costs

Research and development costs are charged to expense as incurred. The costs of materials and equipment that are ~~required~~acquired or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives.

Furniture and equipment

Furniture and equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. ~~Leasehold improvements are being amortized over the shorter of the useful life or the remaining lease term.~~ The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The ~~useful~~furniture ~~life~~and ~~of the~~ equipment is being depreciated over their estimated useful life of three to seven years.

F-7

5BARz International, Inc.

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of significant accounting policies - continued

Inventory

Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted-average method. As of December 31, ~~2014~~2015 the Company’s inventory included ~~988~~967 units of Road Warrior cellular ~~networks~~network extenders.

Goodwill and other intangible assets

The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

When testing goodwill for impairment, the Company may assess qualitative factors for some or all of its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. In ~~2013~~2014, the Company ~~first~~ performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is ~~more~~ more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made from the qualitative assessment that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. In accordance with the Codification, the Company reviews the carrying value of its intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, ~~2014~~2015 and ~~2013~~2014.

Long-Lived Assets Subject to Amortization

The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. The intangible assets are being amortized over their estimated useful life of seven to ten years.

There were no long-lived assets impairment charges recorded during the years ended December 31, 2015 and 2014.

F-8

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Long-Lived~~Note ~~Assets~~2 ~~Subject~~– toSummary ~~Amortization~~of significant accounting policies - continued

The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever an impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. There were no long-lived assets impairment charges recorded during the years ended December 31, 2014 and 2013.

Revenue recognition

The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

Foreign currency translation

Transactions in foreign currencies have been translated into US dollars using the ~~temporal~~current rate method. The functional currency of the Company’s former subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). ~~Under~~The ~~this~~functional ~~method,~~currency ~~monetary~~of ~~assets~~the ~~and~~Company’s ~~liabilities~~subsidiary ~~are~~5BARz ~~translated~~International SA atde CV, in Mexico is the ~~year-end~~local ~~exchange~~currency, ~~rate.~~the ~~Non-monetary assets~~Mexican ~~have~~Peso, ~~been~~and ~~translated~~the atfunctional currency in the ~~historical~~Company’s ~~rate~~subsidiary of5BARz India ~~exchange~~Private ~~prevailing~~Limited atis the ~~date~~functional ofcurrency in India, the ~~transaction~~Indian Rupee. ~~Expenses~~Assets ~~have~~and ~~been~~liabilities are translated based in the exchange rates at the ~~exchange~~balance ~~rate~~sheet date, while revenue and expense accounts are translated at the ~~time~~average ofexchange rates prevailing during the ~~transaction~~year. ~~Realized~~Equity ~~and~~accounts ~~unrealized~~are ~~foreign~~translated at historical exchange ~~gains~~rates. The resulting translated gain and ~~losses~~loss adjustments are ~~included~~accumulated ~~in operations~~as a component of stakeholders’ equity and other comprehensive income.

Concentrations

The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Mexico and Indian bank accounts. There were aggregate uninsured cash balances of $13,634 and $0 at December 31, 2015 and 2014, respectively.

Comprehensive Income (Loss)

Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The guidance requires other comprehensive income (loss) to include foreign currency translation adjustments

Income Taxes

The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. The Company additionally establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets.

F-9

5BARz International, Inc.

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of significant accounting policies (continued)

Foreign Operations

The following summarizes key financial metrics associated with the Company’s foreign operations (these financial metrics are immaterial for the Company’s operations in the Switzerland):

	December 31,
	2015		2014
Assets- U.S.	$	4,396,990	$	4,902,539
Assets- Mexico.		172,170
Assets- India.		50,645
Assets- Total	$	4,619,805	$	4,902,539

Liabilities- U.S.	$	9,540,657	$	3,815,608
Liabilities- Mexico		57,422
Liabilities- India		150,842
Liabilities- Total	$	9,748,921	$	3,815,608

	For The Years Ended December 31,
	2015		2014
Revenues- U.S.	$	—
Revenues- Mexico.		2,350	$	-
Revenues- India.		—		-
Revenues- Total	$	2,350		$-

Net Loss- U.S.	$	9,720,192		$9,740,236
Net Loss- Mexico		98,301		-
Net Loss- India		610,273		-
Net Loss- Total	$	10,428,766		$9,740,236

Fair value of financial instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments.

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

• Level 1. Quoted prices in active markets for identical assets or liabilities.

	• Level 1.	Quoted prices in active markets for identical assets or liabilities.
	• Level 2.	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, or other inputs that are observable, either directly or indirectly.
	• Level 3.	Significant unobservable inputs that cannot be corroborated by market data.

• Level 2. 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, or other inputs that are observable, either directly or indirectly. F-10

• Level 3. Significant unobservable inputs that cannot be corroborated by market data.

The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.

	Consolidated Balance Sheet		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Liabilities:
December 31, 2014	$	547,940	$	—	$	—	$	547,940
December 31, 2013	$	60,018	$	—	$	—	$	60,018

F-9

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 2 – Summary of significant accounting policies (continued)

Fair value of financial instruments - continued

	Consolidated Balance Sheet		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Liabilities:
December 31, 2015	$	1,868,439	$	—	$	—	$	1,868,439
December 31, 2014	$	547,940	$	—	$	—	$	547,940

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Beginning balance	$	60547,~~018~~940		$	—60,018
Aggregate fair value of conversion feature upon issuance		263,490			57,995
Aggregate fair value of conversion feature upon issuance of common shares		(457,228	)		263,490
Change in fair value of derivative liabilities		~~224~~(45,~~432~~356	)		2224,~~023~~432
Ending balance	$	547,940		$	60,018
Reclassification of warrants to derivative liability		1,823,083			—
Ending balance	$	1,868,439		$	547,940

The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Stock price	$	0.1110		$	0.2511
Volatility		8391.3	%		~~211~~83	%
Risk-free interest rate		0.4604	%		0.0446	%
Dividend yield		0.0	%		0	%
Expected life		10.6301 years			01.~~002~~6 years

~~Level~~Both 3observable ~~liabilities~~and ~~are valued using~~ unobservable inputs ~~to the~~may ~~valuation~~be ~~methodology~~used ~~that are significant~~ to ~~the~~determine ~~measurement of~~ the fair value of ~~the~~positions ~~derivate~~that ~~liabilities.~~are ~~For~~classified ~~fair value measurements categorized~~ within the Level 3 ofcategory. ~~the~~As ~~fair~~a ~~value hierarchy~~result, the ~~Company’s~~unrealized gains ~~accounting~~ and ~~finance~~losses ~~department,~~for ~~which reports~~assets towithin the ~~Chief~~Level ~~Financial~~3 ~~Officer,~~category ~~determines~~presented ~~its~~in ~~valuation policies and procedures. The development and determination of~~ the ~~unobservable~~tables ~~inputs~~above ~~for~~may ~~Level~~include 3changes ~~fair~~in ~~value measurements and~~ fair value ~~calculations~~that ~~are the responsibility of the Company’s~~were ~~accounting~~attributable ~~and~~to ~~finance~~both ~~department~~observable ~~with~~(e.g., ~~support~~changes ~~from~~in ~~the~~market ~~Company’s~~interest ~~consultants~~rates) and ~~which~~unobservable ~~are~~(e.g., ~~approved~~changes byin ~~the~~historical ~~Chief Financial~~company ~~Officer~~data) inputs.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

~~The Company uses the Black~~F-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as, volatility.11

As of December 31, 2014 there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

Derivative Instruments

F-10

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

~~Stock-Based~~Note ~~Compensation~~2 – Summary of significant accounting policies (continued)

Derivative instruments

If the Company were to enter into a financial arrangement through the issuance of convertible debt and or warrants, for which such instruments would contain a variable conversion feature with an indeterminable number of shares, the Company would apply a sequencing policy in accordance with ASC 815- 40-35-12 whereby such instruments, and all future issuances of financial instruments regardless of conversion terms, would be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. The Company may also apply sequencing in any circumstance, whereby the Company has entered into financial arrangements for commitments to issue shares, for which such issuances would exceed the authorized share limit. Upon the issuance of any such instrument, the excess shares committed to be issued, would also be reclassified as a derivative liability.

The Black-Scholes option valuation model was used to estimate the fair value of the warrants and conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Valuation Model to be materially the same. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or conversion options. Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument.

Stock Based Compensation

~~The~~Amortization ~~Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value~~ of ~~options.~~Debt Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction.Discount

The Company ~~recognizes~~issued invarious ~~the~~debt ~~statement~~with ofwarrants for which total proceeds ~~operations~~were allocated to individual instruments based on the ~~grant-date~~relative fair value of ~~stock~~the ~~options~~each ~~and~~instrument ~~other~~at ~~equity-based~~the ~~compensation~~time ~~issued~~of toissuance. ~~employees~~The value of the debt was recorded as discount on debt and ~~non-employees~~amortized over the term of the respective debt.

~~The Company incurred stock based compensation charges during the year ended December 31, 2014 and 2013 as follows;~~F-12

	Year ended
	December 31
	2014		2013
General and administrative	$	798,885	$	436,958
Research and development		452,427		164,155
Sales and marketing		425,364		—
Total	$	1,676,676	$	601,113

5BARz International, Inc.

~~Income~~Notes ~~taxes~~to Consolidated Financial Statements

~~The~~December ~~Company accounts for income taxes in accordance with ASC Topic 740~~31, ~~“Income~~2015 ~~Taxes.” ASC 740 requires a company to use the asset~~ and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 2014

Note 2 – Summary of significant accounting policies (continued)

Stock Based Compensation (continued)

Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction.

For non-employees, the fair value of the award is generally re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount is then recognized over the period the services are required to be provided in exchange for the award, usually the vesting period.

The Company incurred stock based compensation charges during the year ended December 31, 2015 and 2014 as follows;

	12 months ended
	December 31
		2015		2014
General and administrative	$	146,932	$	798,885
Research and development		98,741		452,427
Sales and marketing		130,024		425,364
Total	$	375,697	$	1,676,676

Net loss per share

The Company reports net loss per share in accordance with the ASC Topic 260, “Earnings Per Share.”, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants and conversion of notes payable. These potentially dilutive securities ofoutstanding ~~102~~at December 31,~~517,763~~ 2015 and 49December 31,~~855~~ 2014 respectively of 155,~~171~~670,170 ~~respectively~~and 102,517,763 were not included in the calculation of loss per common share ~~for the years ended December 31~~, ~~2014 or 2013~~ because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Company’s subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Company’s balance sheet.

~~F–11~~The Company may not have sufficient Common shares available to issue should all of the above conversions and exercises occur. Accordingly, the Company may have to settle these contracts in cash if they are not successful in increasing the authorized number of shares.

The Company applies sequencing with respect to such commitments and other circumstances as disclosed in its accounting policies for derivatives.

Reclassifications

Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

F-13

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 2 – Summary of significant accounting policies (continued)

Recent Accounting Pronouncements

In ~~August~~April, ~~2014~~2015, the FASB issued ASU ~~2014~~2015-15 03 on “Simplifying the Presentation of ~~Financial~~Debt ~~Statements~~issuance ~~Going~~costs” ~~Concern~~The ~~(Subtopic~~ASU ~~205-40)~~changes -the ~~Disclosure~~presentation of ~~Uncertainties~~debt ~~about~~issue costs in financial statements. Under the ASU, an ~~Entity’s~~entity ~~Ability~~presents tosuch ~~Continue~~ costs in the balance sheet as a ~~Going~~direct ~~Concern”.~~deduction ~~Currently,~~from ~~there~~the isrelated nodebt ~~guidance~~liability. Amortization inof ~~U.S.~~the ~~GAAP~~cost ~~about~~is ~~management’s~~reported ~~responsibility~~as toan ~~evaluate~~interest ~~whether there~~expense. isThe ~~substantial~~amendments ~~doubt~~in ~~about~~this anASU ~~entity’s~~are ~~ability~~effective tofor ~~continue~~public asbusiness aentities for ~~going~~annual ~~concern~~periods orending toafter ~~provide~~December ~~related~~15, ~~footnote~~2015. ~~disclosures~~Early adoption is permitted. The ~~amendments~~Company inwill adopt this ASU ~~provide~~effective ~~that~~December 31, ~~guidance.~~2015 Inupon ~~doing~~issuance ~~so,~~of ~~the~~its ~~amendments~~annual ~~are~~audited ~~intended~~financial tostatements. ~~reduce~~At ~~diversity~~that intime the ~~timing~~Company ~~and~~would apply the new guidance ~~content~~retrospectively ofto ~~footnote~~all ~~disclosures~~prior periods.

~~The~~In ~~amendments~~July ~~require~~2015, ~~management~~the toFASB ~~assess~~issued anASU ~~entity’s~~No. ~~ability to continue as a going concern~~2015-11, by“ ~~incorporating~~Inventory: ~~and~~Simplifying ~~expanding~~the ~~upon~~Measurement ~~certain~~of ~~principles~~Inventory ”, that ~~are~~requires ~~currently~~inventory innot ~~U.S.~~measured ~~auditing~~using ~~standards.~~either ~~Specifically,~~ the ~~amendments~~ ~~(1)~~last ~~provide~~in, afirst ~~definition~~out ~~of the term substantial doubt,~~ (2LIFO) ~~require~~or anthe ~~evaluation~~retail ~~every~~inventory ~~reporting~~method ~~period~~to ~~including~~be ~~interim~~measured ~~periods, (3)~~at ~~provide principles for considering~~ the ~~mitigating~~lower ~~effect~~ of ~~management’s~~cost ~~plans,~~and ~~(4)~~net ~~require~~realizable ~~certain~~value. ~~disclosures~~Net ~~when~~realizable ~~substantial~~value ~~doubt~~ is ~~alleviated~~the asestimated aselling ~~result~~prices ofin ~~consideration~~the ofordinary ~~management’s~~course ~~plans,~~of ~~(5) require an express statement and other disclosures when substantial doubt is not alleviated~~business, ~~and~~less ~~(6)~~reasonably ~~require~~predictable ancost ~~assessment for a period~~ of ~~one~~completion, ~~year after the date~~disposal ~~that~~and ~~the financial statements are issued (or available to be issued)~~transportation. The ~~amendments~~new instandard ~~this~~will ~~ASU~~be ~~are~~ effective for ~~public~~fiscal ~~and~~years ~~nonpublic entities~~beginning ~~for annual periods ending~~ after December 15, 2016., ~~Early~~including ~~adoption~~interim ~~is permitted. The Company has elected to adopt this~~periods ~~ASU~~within ~~effective~~those ~~with~~fiscal ~~this~~years, ~~Annual~~and ~~Report~~will onbe ~~Form~~applied ~~10-K~~prospectively. ~~and~~Early ~~its~~ adoption ~~resulted~~is inpermitted. ~~the~~The ~~additional~~Company ~~disclosures~~currently inuses ~~Note~~lower ~~1, reflecting~~of ~~management’s~~cost ~~assessment~~or ofnet ~~the~~realizable ~~mitigating effect of management’s plans on the Company’s ability to continue as a going concern~~value.

~~Reclassifications~~The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. An entity should disclose sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is not permitted for all public business entities. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements.

Certain prior year amounts have been reclassified to conform to the current presentation. The reclassification did not have any effect on the reported consolidated net losses for any periods presented.F-14

F–12

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 2 – Summary of significant accounting policies (continued)

Recent Accounting Pronouncements (continued)

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 17.

Note 3 – Furniture and equipment

Furniture and equipment consisted of the following at December 31, 2015 ~~2014~~ and December 31, ~~2013~~2014:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Office furniture and equipment	$	137,148		$	70,804
Furniture and equipment	$	151,191		$	137,148
Research and development equipment (i)		169,350			169,350
Research and development equipment		13,367			169,350
Leasehold improvements		4656,~~318~~128			646,~~940~~318
		352,816			247,094
		220,686			352,816
Accumulated amortization and depreciation		(90,461	)		(21,111	)
Accumulated amortization & depreciation		(76,719	)		(90,461	)
Furniture and equipment, net	$	262,355		$	225,983
Furniture and equipment net	$	143,967		$	262,355

~~(i)~~During ~~The~~the ~~research~~year ~~and~~ended ~~development~~December ~~equipment~~31, ~~was~~2015 ~~subject to~~ the ~~terms~~Company ofincurred aamortization and ~~capital~~depreciation ~~lease~~expense ~~agreement.~~of $72,870, (~~See~~2014 ~~Note~~- 9$79,230).

During the year ended December 31, 2014 the Company incurred amortization and depreciation expense of $79,230, (2013 - $10,985).

Note 4 – Long lived assets subject to amortization

Intangible assets are comprised of technology, trademarks and license rights which are recorded at cost.

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Technology	$	3,~~067~~077,~~827~~244		$	3,~~015~~067,~~794~~827
Marketing and distribution agreement		370,000			370,000
Trademarks		264			264
License rights		1,348			1,348
		3,439,439			3,387,406
		3,448,856			3,439,439
Accumulated amortization		(~~203~~695,~~406~~271	)		—(203,406	)
Technology and other intangibles, net	$	32,~~236~~753,~~033~~585		$	3,~~387~~236,~~406~~033

On August 2, 2014, the company commenced amortization of technology and other intangibles upon delivery of commercial beta devices for testing to a collaboration partner. During the year ended December 31, ~~2014~~2015, $491,865, (2014 - $203,406) was recorded as amortization on technology and other intangibles ~~and nil during year ended December 31, 2013~~. ~~The~~ The Company’s estimated technology amortization over the next five years is expected to be $2,~~191~~193,~~306~~420.

~~The estimated amortization of intangible assets for the five years ended December 31, 2019 and thereafter is as follows:~~F-15

For the years ended December 31,		Total		Technology		Marketing and distribution agreement		Trademark & license agreements
	2015	$	491,441	$	438,261	$	52,857	$	323
	2016		491,440		438,261		52,857		322
	2017		491,440		438,261		52,857		322
	2018		491,440		438,261		52,857		322
	2019		491,119		438,262		52,857		0
	Future years		779,153		695,462		83,691		0
		$	3,236,033	$	2,886,768	$	347,976	$	1,289

F-13

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 4 – Long lived assets subject to amortization (continued)

The estimated amortization of intangible assets for the five years ended December 31, 2020 and thereafter is as follows:

For the years ended December 31,		Total		Technology		Marketing and distribution agreement		Trademark & license agreements
	2016	$	491,864	$	438,684	$	52,857	$	323
	2017		491,863		438,684		52,857		322
	2018		491,863		438,684		52,857		322
	2019		491,541		438,684		52,857		0
	2020		491,541		438,684		52,857		0
	Future years		294,913		264,080		30,833		0
		$	2,753,585	$	2,457,500	$	295,118	$	967

Note 5 - Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, ~~2014~~2015 and December 31, ~~2013~~2014 is as follows:

	December 31, 2014		December 31, 2013
	December 31, 2015		December 31, 2014
Goodwill – beginning of year	$	1,140,246	$	1,140,246
Goodwill – end of year	$	1,140,246	$	1,140,246

Note 6 - Income taxes:

The domestic and foreign components of income (loss) before income taxes from continuing operations are as follows:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Domestic	$	(9,~~622~~713,~~324~~671	)	$	(29,~~251~~622,~~545~~324	)
Foreign		(~~117~~715,~~912~~095	)		(45117,~~055~~912	)
Loss from continuing operations before provision for income taxes	$	(910,~~740~~428,~~236~~766	)	$	(29,~~296~~740,~~600~~236	)

~~The income tax provision (benefit) consists of the following:~~F-16

	December 31, 2014			December 31, 2013
Foreign
Current	$	0		$	0
Deferred		(25,941	)		(9,912	)
U.S. federal
Current		0			0
Deferred		(2,897,734	)		(604,970	)
State & local
Current		0			0
Deferred		(30,938	)		(214,066	)
Total		(2,954,613	)		(828,948	)
Change in valuation allowance		2,954,613			828,948
Income tax provision (benefit)	$	0		$	0

F-14

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 6 - Income taxes (continued)

The income tax provision (benefit) consists of the following:

	December 31, 2015			December 31, 2014
Foreign
Current	$	0		$	0
Deferred		(136,663	)		(25,941	)
U.S. federal
Current		0			0
Deferred		(3,268,587	)		(2,897,734	)
State & local
Current		0			0
Deferred		(58,656	)		(30,938	)
Total		(3,463,906	)		(2,954,613	)

Change in valuation allowance		3,463,906			2,954,613

Income tax provision (benefit)	$	0		$	0

The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
U.S. federal statutory income tax rate (benefit)		(34.0	%)		(34.0	%)
State income taxes		(0.4	%)		(5.8	%)
State income taxes, net of federal benefit		(0.6	%)		(0.4	%)
Stock based compensation		0.0	%		10.4	%
Permanent differences		2.6	%		4.1	%
Other permanent differences		4.1	%		1.5	%
Foreign Tax Rate Differential		0.2	%		-
Change in valuation allowance		30.3	%		27.9	%
Other		(1.8	%)		-
Change in valuation allowance		33.6	%		30.3	%
Effective rate		0.0	%		0.0	%

F-17

5BARz International, Inc.

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

Note 6 - Income taxes (continued)

The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

	December 31, 2014			December 31, 2013
	December 31, 2015			December 31, 2014
Deferred tax assets
Net operating loss carryovers	$	47,~~466~~537,~~003~~193		$	24,~~077~~466,~~660~~003
R&D credit		321,482			66,017
R and D credit		563,641			321,482
Accrued compensation		~~37,796~~—			~~202~~37,~~375~~796
Stock-based compensation		~~358~~491,~~762~~371			2358,~~833~~762
Derivative liability		7684,~~739~~174			076,739
Total deferred tax assets		5,260,782			2,348,886
Intangible asset amortization		6,634			—
Valuation allowance		(5,117,872	)		(2,163,259	)
Total deferred tax assets		8,683,013			5,260,782
Deferred tax asset, net of valuation allowance		142,910			185,626
Valuation allowance		(8,581,777	)		(5,117,872	)
Deferred tax asset, net of valuation allowance		101,236			142,910
Deferred tax liabilities
Fixed asset depreciation		(1117,~~347~~062	)		(1411,~~024~~347	)
Intangible asset amortization		~~(54,824~~—	)		(~~171~~54,~~602~~824	)
Convertible debt		(7684,~~739~~174	)		0(76,739	)
Total deferred tax liabilities		(~~142~~101,~~910~~236	)		(~~185~~142,~~626~~910	)
Net deferred tax asset (liability)	$	0		$	0

The Company is in the process of filing ~~it’s~~its federal and state tax returns for the years ended December 31, ~~2014~~2011 through ~~2011~~2015. The NOL’s for these years will not be available to reduce future taxable income, if any, until the returns are filed.

As of December 31, ~~2014~~2015 and ~~2013~~2014, the Company would have had approximately $1221,~~757~~145,~~884~~590 and $512,~~398~~757,~~527~~884 of U.S. federal and state net operating loss carryovers (“NOL’s”), respectively, to to offset future taxable income. The U.S. federal and state net operating loss carryovers begin expiring in 2025. In accordance ~~with~~ with section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating loss carryovers may be ~~subject~~ subject to an annual limitation in the event of a change of control. Management has performed a preliminary evaluation as to whether a change in control has taken place, and has concluded that there was a change of control with respect to the NOL’s of CelLynx Group, Inc. when the Company acquired its 60% ownership interest in March 2012.

Therefore, the NOL’s of CelLynx Group Inc. will be subject to an annual limitation of approximately $8,700 as determined under the regulations. Due to the annual limitation, management has determined that $8,600,000 of the NOL’s of CelLynx Group, Inc. will expire unused and has reduced the related deferred tax asset accordingly.F-18

As of December 31, 2014 and 2013, the Company had Swiss Net operating loss carryovers of $372,780 and $254,868, respectively. The Swiss Net operating loss carryovers begin expiring in 2019.

F-15

5BARz International, Inc.

Notes Toto Consolidated Financial Statements

December 31, ~~2014~~2015 and ~~2013~~2014

Note 6 - Income taxes (continued)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance for all periods. For the years ended December 31, ~~2014~~2015 and ~~2013~~2014, the change in the valuation allowance was $23,~~954~~463,~~613~~906 and $~~828~~2,~~948~~954,613, respectively.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits." A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

Interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as "Interest expense, net" in the statements of operation. Penalties would be recognized as a component of "General and administrative expenses."

No interest or penalties were recorded during the year ended December 31, ~~2014~~2015 and December 31, ~~2013~~2014. As of December 31, ~~2014~~2015 and December 31, ~~2013~~2014 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

Foreign earnings are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits). Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable.

Note 7 - Sales of common stock

During the years ended December 31, ~~2014~~ 2015 and ~~2013~~2014, the Company has issued shares of common stock as follows:

On January 25, 2013 the Company issued 100,000 shares and warrants in settlement of accounts payable for services rendered in the amount of $5,000.

On February 12, 2013 the Company issued 125,000 shares of common stock at a price of $0.06 per share as partial settlement of $7,500 due under a note payable.

F-16

5BARz International, Inc.

Notes To Consolidated Financial Statements

December 31, 2014 and 2013

Note 7 - Sales of common stock - continued

Filing Compare · 5BARz International, Inc.