UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

~~[X] ANNUAL~~x ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

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

For the fiscal year ended

~~For the~~ ~~fiscal year ended~~ December 31, ~~2017~~2018

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

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

For the transition period from

~~For the transition period from~~ [ ] ~~to [ ]~~

to [ ]

Commission file number

~~Commission file number~~ 333-199589

DNA TESTING CENTERS, CORP. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida		applied for
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2378 Parkhaven Blvd., Oakville, Ontario		L6H 0E7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

~~Florida~~+1 ~~applied~~866 ~~for~~863 ~~(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)~~5139

2378 Parkhaven Blvd., Oakville, Ontario		L6H 0E7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 866 863 5139

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

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

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

Common Stock, $0.0001 par value

(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

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

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]~~☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 check mark if disclosure of delinquent filers pursuant 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 of this Form 10-K or any amendment to this Form 10-K. [ ]☒

☐

☒

☐

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

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer [☐ ] Smaller reporting company [☒ ] (Do not check if a smaller reporting company) Emerging growth company ~~[X]~~☒

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

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

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

☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2017 was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 21,496,404 common shares as of ~~June~~February 411, ~~2019~~2020.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1. Business	3
Item 1.	Business	3
Item 1A. Risk Factors	10
Item 1A.	Risk Factors	10
Item 1B. Unresolved Staff Comments	19
Item 1B.	Unresolved Staff Comments	19
Item 2. Properties	19
Item 2.	Properties	20
Item 3. Legal Proceedings	20
Item 3.	Legal Proceedings	20
Item 4. Mine Safety Disclosures	20
Item 4.	Mine Safety Disclosures	20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6. Selected Financial Data	21
Item 6.	Selected Financial Data	22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8. Financial Statements and Supplementary Data	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
Item 9A. Controls and Procedures	39
Item 9A.	Controls and Procedures	40
Item 9B. Other Information	40
Item 9B.	Other Information	41
Item 10. Directors, Executive Officers and Corporate Governance	41
Item 10.	Directors, Executive Officers and Corporate Governance	42
Item 11. Executive Compensation	44
Item 11.	Executive Compensation	45
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13. Certain Relationships and Related Transactions, and Director Independence	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14. Principal Accounting Fees and Services	49
Item 14.	Principal Accounting Fees and Services	51
Item 15. Exhibits, Financial Statement Schedules	50
Item 15.	Exhibits, Financial Statement Schedules	52

Item 1. Business

FORWARD LOOKING STATEMENTS

This annual report (“

~~This annual report (“~~Report”) contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

”) contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our audited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States ~~generally accepted~~Generally ~~accounting~~Accepted ~~principles~~Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and the “company” mean DNA Testing Centers, Corp., and our wholly owned subsidiary, DNA Testing Centers of Canada, Ltd. an Alberta, Canada corporation, unless otherwise indicated.

Overview

Our principal executive offices are located at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada. Our telephone number is 1-866-863-5139 and our website is located at www.dnatestingcanada.com. The information contained on our website is not part of this Report.

We were incorporated in the State of Florida on July 3, 2014 for the purposes of acquiring our wholly owned subsidiary DNA Centers of Canada, Ltd., a Canadian corporation formed on April 6, 2009, and engaged in the distribution of DNA diagnostic testing products to medical practitioners and directly to consumers located in Canada.

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On July 3, 2014, we issued an aggregate of 19,999,998 common shares to acquire 100% of the outstanding securities of DNA Centers of Canada, Ltd. 6,666,666 common shares were issued to each of the following selling shareholders of DNA Centers of Canada, Ltd:

●· 7612176 Canada Inc., a Canadian corporation, controlled by Dr. Barjinder Sohal, our chief executive officer, president and director; ●· 7322640 Canada Inc. a Canadian corporation controlled by Dr. Nitan Arora, our vice president and director; and ●· 7322747 Canada Inc. a Canadian corporation controlled by Navjot Nanda our secretary, treasurer and director,

At the time of the acquisition, 7612176 Canada Inc., 7322640 Canada Inc. and 7322747 Canada Inc. each held 33.33% of DNA Centers of Canada, Ltd. representing 100% of its outstanding securities.

DNA Testing Centers of Canada, Ltd., our wholly owned subsidiary, commenced sales of its products in April of 2010. To date, product sales were generated from our website and sold by phone order. Sales generated from our website are placed by phone order. We presently offer our paternity testing kits for purchase on our website. We offer our remaining test kits for purchase on our website using an online shopping cart.

During the ~~years~~year ~~ended~~ending December 31, ~~2017~~2018, and ~~2016~~2017, our revenues were $4941,~~816~~973 and $3149,~~866~~816, respectively, from the sale of our DNA test kits. During the ~~years~~ ~~ended~~year ending December 31, ~~2017~~2018, and ~~2016~~2017, we sold ~~198~~185 and ~~227~~198 total DNA test kits, respectively. We received $87,690 from the sale of 584,598 shares of our common stock during September and October 2014. In May 2015, we received approximately $53,177 from the sale of 363,233 shares of our common stock. We did not issue any securities during fiscal 2016.

~~Our average~~We ~~monthly~~received ~~operating~~$87,690 ~~expenses~~from ~~during~~ the ~~12-month~~sale ~~period~~of ~~beginning~~584,598 ~~January~~shares 1,of ~~2017~~our ~~have~~common ~~been~~stock ~~approximately~~during ~~$6,130,~~September and ~~we anticipate~~October ~~that we will continue to incur expenses at a similar rate for the balance of fiscal 2018~~2014. AsIn ofMay ~~February 28~~2015, ~~2019,~~ we ~~had~~received ~~cash on hand of~~ approximately $~~● which will be insufficient to pay our operating expenses for 6 months. We plan to spend $97~~53,~~000~~177 tofrom ~~implement our plan of operations as described under~~ the ~~heading~~sale ~~“Management’s Discussion and Analysis~~ of ~~Financial~~363,233 ~~Condition~~shares ~~and Results~~ of ~~Operation”~~our oncommon ~~page 23 of this Report~~stock. We dodid not ~~presently~~issue ~~have~~any ~~sufficient~~securities ~~funds~~during ~~available to~~fiscal ~~complete~~2016, ~~our~~2017, ~~plan~~or ~~of operations and there is no assurance we will have sufficient funds available to implement our plan of operations which could cause you to lose your investment~~2018.

Our average monthly operating expenses during the 12-month period beginning January 1, 2018 have been approximately $6,583, and we anticipate that we will continue to incur expenses at a similar rate for the balance of fiscal 2018. As of October 22, 2019 we had cash on hand of approximately $1,600 which will be insufficient to pay our operating expenses for 6 months. We plan to spend $97,000 to implement our plan of operations as described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation” on page 23 of this Report. We do not presently have sufficient funds available to complete our plan of operations and there is no assurance we will have sufficient funds available to implement our plan of operations which could cause you to lose your investment.

Our Business

We provide DNA testing kits directly to consumers and to health care practitioners. We distribute and ship our products only in Canada.

To date, our operations and those of our wholly owned subsidiary, DNA Testing Center of Canada, Ltd., include: (i) development of our business plan; (ii) research and development of DNA testing methods and technologies; (iii) locating suppliers for DNA testing kits; (iv) locating and reviewing potential labs to interpret our DNA testing kits; (v) creating our marketing strategy; (vi) developing content for our website that describes DNA technology, the DNA testing process and the DNA test kits we sell; and (v) selling our DNA testing kits to medical practitioners and directly to consumers.

4 Table of Contents

DNA Testing Centers of Canada, Ltd., our wholly owned subsidiary, commenced sales of its products in April of 2010. To date, product sales were generated from our website and sold by phone order. Our customers pick up and pay for their purchases at our office location at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada. We do not use an outside sales force.

We presently offer our paternity testing kits for purchase on our website. We offer our remaining test kits for purchase on our website using an online shopping cart.

Customer Price and Accuracy of Our DNA Test Kits

As reflected in the chart below, all of our tests have an accuracy rate of 99.8% except for our prenatal gender test which is 98% effective. All of our tests are based upon a saliva sample. The most common reason for result errors in our tests is an insufficient saliva sample.

The cost per test kit for our DNA testing kits and accuracy of each kit is summarized below:

Type of Test	Price Per Kit		Accuracy of Test
Prenatal Gender Test	$	149.00		98	%
Paternity Tests - Informational	$	94.00		99.8	%
Paternity Tests - Legal	$	150.00		99.8	%
Kinship Test	$	155.00		99.8	%
Ancestry DNA Testing	$	250.00		99.8	%
Genetic Predisposition (Carrier, Drug, Health)	$	249.00		99.8	%
Genetic Pred + Diet & Fitness as Bundle Test	$	349.00		99.8	%
Carrier Testing	$	300.00		99.8	%
Drug Response Testing	$	300.00		99.8	%
Health Condition Testing	$	300.00		99.8	%
Diet & Fitness Testing	$	300.00		99.8	%

DNA Testing Technologies

DNA testing generates genetic profile information by analyzing an organism’s unique genetic identity. The process of identifying unique variations in a genome is referred to as DNA testing. DNA testing is the standard method used for forensic identification, ancestry tracing and to confirm paternity and other family relationships.

We provide two types of DNA testing.

The first is composed of ancestral testing (both paternal and maternal), paternity testing (informational and legal), prenatal gender testing, and twin diagnostic testing.

The second tests for disease predisposition. These tests can identify a person’s genetic risk for cancer, heart conditions, inherited conditions, nutrition, fitness response, and drug response to medication.

A DNA profile can be determined from any type of biological specimen containing nuclear DNA, including blood or a tissue sample, such as a cheek swab or saliva.

DNA testing currently used for identity purposes examines specific sequences of DNA that exhibit variability between different individuals. Our tests use SNP genotyping, DNA sequencing and STR markers.

Table of Contents

SNP Genotyping

A SNP is a Single Nucleotide Polymorphism. These are single base pairs in a genome that exhibit variation across the human population. There are two applications a SNP can be used for, one is whole genome association studies and the other is point mutation. In whole genome association studies, large amounts of data in the form of SNPs are gathered from a sample of people. Depending on what the target of the study is, associations can be made based on a person’s SNP profile. Here is a fictitious example: a person with an “A” base at position 765,659 on chromosome 11 has a 100 times higher likelihood of developing a rare form of cancer than a person with a “T” base. This is not a definitive diagnosis but can definitely be helpful information for the patient in terms of preventative care.

A SNP marker can also detect a genetic disease like cystic fibrosis. In this case the SNP (or 3 base pairs in the case of cystic fibrosis) will show definitively if a person has the disease or not. The association is 100%.

DNA Sequencing

In DNA sequencing, 300-500 base pair stretches of DNA are elucidated to show a more complete picture. DNA sequencing is helpful in determining genetic disorders that SNP analysis alone cannot do. DNA sequencing is also critical in the development of SNP assays.

STR Markers

A short tandem repeat (“

~~A short tandem repeat (“~~STR”) is a portion of DNA in which small sequences are repeated a variable number of times. Typically, there are 10 to 25 possible variations of a given human STR marker, with each person having just one or two variations. By looking at a moderate number of STRs, a DNA profile is determined that is virtually unique for each individual. STRs are the most common genetic markers used in the industry to determine identity in forensic, paternity and security applications.

”) is a portion of DNA in which small sequences are repeated a variable number of times. Typically, there are 10 to 25 possible variations of a given human STR marker, with each person having just one or two variations. By looking at a moderate number of STRs, a DNA profile is determined that is virtually unique for each individual. STRs are the most common genetic markers used in the industry to determine identity in forensic, paternity and security applications.

Our Products

We sell the following types of DNA test kits to medical practitioners and directly to consumers located in Canada:

Prenatal Gender Test

The Prenatal Gender Test determines gender after 7 weeks of gestation. This test works by looking for a Y chromosome within the mother’s blood.

Paternity Test – Informational

The Paternity Test uses a cheek swab collected from both the child and the alleged father to determine parentage. DNA Testing Centers uses a 15 genetic marker analysis.

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Paternity Test - Legal

The Paternity Test uses a cheek swab collected from both the child and the alleged father to determine parentage. DNA Testing Centers uses a 15 genetic marker analysis. This test must be performed at a medical clinic and is designed to be used in legal proceedings to establish paternity.

Kinship Testing

A DNA kinship test determines the relationship between two or more individuals to assess an alleged relationship such as full or half siblings, grandparents and aunts or uncles

Ancestral Origins Testing

The Ancestry test provides an estimated percentage of ancestry from four different population groups: Indigenous American, European, East Asian and Sub-Saharan African.

Genetic Predisposition

Genetic predisposition testing can identify a person’s predisposition for over 70 health conditions based upon their DNA.

Carrier Test Identification

Carrier test identification can identify individuals who carry a genetic disorder.

Drug Response Testing

Drug response testing identifies uses a person’s DNA to identify metabolism enzymes and transporters that have been linked to harmful reactions with common medical prescriptions.

The Testing Process

Our DNA test kits include swabs to collect a saliva sample, detailed instructions and pre-labeled packaging to send the sample to us. Upon receipt of the sample, it is registered in our database and sent to a third -party laboratory to be interpreted. All tests are interpreted by either US laboratories accredited by CLIA and CAP or Canadian laboratories accredited by the Standard Council of Canada and CAP. After interpretation, the laboratory delivers the test results to us by email. Upon receipt, we enter the results in our customer database and deliver the results to the consumer by email.

The results for paternity tests and Y-chromosome relationship tests and grandparent or uncle or aunt tests, are interpreted within 4 to 5 business days of the lab’s receipt of the test. Ancestry origin tests are interpreted within 21 to 28 days of receipt. Genetic predisposition test including diet and fitness testing are interpreted within 28-42 days of receipt. We typically deliver the test results to the customer by email within 1 to 4 days after our receipt.

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Suppliers

We purchase our DNA test components from Pro Printing and Mailing Services Inc. located at 1235 Trafalgar Road, Oakville, Ontario, L6H 3P1 and assemble the products at our facilities,. orWe wepurchased ~~purchase~~ finished kits previously from Pathway Genomics Lab, 4045 Sorrento Valley Boulevard, San Diego, CA 92121.

Marketing Strategy

Our first product sale was in April of 2010. All sales to date have been generated by our website or related parties. Sales generated from our website are placed by phone order. We presently offer our paternity testing kits for purchase on our website. We offer an online shopping cart featuring all of our products.

Our core marketing strategy is to brand our “DNA For Family” slogan for those seeking information that can be determined by DNA testing such as kinships and ancestry and our “DNA For Health” slogan for those seeking to improve their health by DNA testing to determine disease predisposition, nutrition and fitness testing.

We implemented our marketing plan in April of 2015.

●· In April of 2015:

○o we began to create email materials for our marketing campaign for physicians, medical practitioners and fitness centers in Canada; ○o we began social media campaigns on Twitter, Facebook, and other websites to market our products;

●· In July of 2017:

○o we continue to use Google AdWords and search engine optimization campaigns targeting consumers in Canada; ○o we started advertising our products in medical journals; ○o we are planning to implement a new search engine optimization (SEO) plan

	●	In July 2017, we continue to offer incentives for medical practitioners, medical facilities and fitness centers that purchase our products on a repeat basis; and
	·	In July of 2017, we continue to offer incentives for medical practitioners, medical facilities and fitness centers that purchase our products on a repeat basis; and
	●	We are actively looking for opportunities to offer event promotions to medical offices, clinics and fitness centers in Canada to demonstrate our products.
	·	We are actively looking for opportunities to offer event promotions to medical offices, clinics and fitness centers in Canada to demonstrate our products.

We also seek to attract medical practitioners and their customers through the existing relationships of our chief executive officer, president and director, Dr. Barjinder Sohal, a licensed physician, and Dr. Nitan Arora, our vice president and director, a chiropractic physician.

We believe that a marketing mix of social media, email advertising, print advertising in medical journals and health/ fitness publications, internet advertising, and medical office and fitness center event promotions providing information and sample test kits is an optimal strategy to increase sales.

Government Regulation

The components of our kits are regulated according to Canadian regulation standards. The laboratories that process our tests are in Canada and the US. Some results are processed in Canada and the US based on the type of test being performed. The labs meet the highest industry standards. They are compliant with ISO 17025, CAP and CLIA lab standards.

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Employees

As of the date of this Annual Report, we have 5 employees, as follows:

●· 3 are our officers and/or directors, of which 2 are doctors ●· 1 clerical employee who distributes tests, and handles calls, and emails ●· 1 administrative employee who handles office management and oversees development of content for our website

None of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppages. We believe that we maintain good relationships with our employees.

Competition

We compete with other companies offering DNA testing products in Canada that are similar to or substantially the same as the products offered by us. This may put us at a competitive disadvantage since our tests are not unique. Our competitors include www.thednalab.com, www.dnacanada.com, and www.easyDNA.ca. Competitors for our over-the-counter ancestry testing kits include dna.ancestry.com, www.accu-metrics.com and www.medcan.com.

To compete, we plan to:

●· develop a user friendly appealing website to sell our DNA testing kits directly to consumers and medical practitioners in Canada; ●· develop our slogans “”DNA For Family” and “”DNA For Health”; ●· attract medical practitioners and their customers through the existing relationships of our chief executive officer, president and director, Dr. Barjinder Sohal, a licensed physician, and Dr. Nitan Arora, our vice president and director, a chiropractic physician; and ●· implement our marketing plan that includes incentives for medical practitioners, medical facilities and fitness centers that purchase our products on a repeat basis.

The DNA testing and product market is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the performance and reliability of our test kits, customer service, marketing efforts and development of our logs and brand name. Due to the relatively low barriers to entry in the DNA testing products market in Canada we expect additional competition from other emerging companies. Many of our existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to new or emerging technologies for DNA testing products. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.

Seasonality

Our business is not affected by seasonal factors.

9 Table of Contents

Item 1A. Risk Factors

The statements contained in or incorporated into this annual report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We incurred net losses of $5258,~~551~~765 and $~~161~~52,~~287~~551 for the years ended December 31, ~~2017~~2018 and ~~2016~~2017, respectively. We also have a working capital deficit of $141,793 as at December 31, 2018 (2017 - $78,382). As a result, our independent registered public accounting firm has included an explanatory paragraph in its audit opinion that wethere ~~may~~is ~~be unable to continue as a going concern. Our limited operating history and financial resources raise~~ substantial doubt about our ability to continue as a going concern ~~and our financial statements contain a going concern qualification~~. Our consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We are an early stage company with little or no historical performance for you to base an investment decision upon, and we may never become profitable.

We are a recently formed company. For the years ended December 31, ~~2017~~2018 and ~~2016~~2017, we had revenues of $4941,~~816~~973 and $3149,~~886~~816, respectively. For the years ended December 31, ~~2017~~2018 and ~~2016~~2017, we have a net loss of $5258,~~551~~765 and $~~161~~52,~~287~~551, respectively. Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company, and whether we will ever become profitable.

We are dependent on the sale of our securities to fund our operations.

We received proceeds from the sale of shares of our common stock which funds our current operations. As at the date of this Annual Report, we have cash on hand of approximately $●1,600 which is not sufficient to fund our operations for the next six months. We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

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If we are unable to generate sufficient revenues for our operating expenses we will need financing, which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted.

For the years ended December 31, ~~2017~~2018 and ~~2016~~2017, we had revenues of $4941,~~816~~973 and $3149,~~886~~816 respectively from the sale of our DNA testing kits. For the years ended December 31, ~~2017~~2018, and ~~2016~~2017, we incurred a net loss of $5258,~~551~~765 and $~~161~~52,~~287~~551, respectively. Because we have limited revenues and lack historical financial data, including revenue data, our future revenues are unpredictable. We estimate that will require approximately $8,083 per month or $97,000 over the next 12 months to meet our current and anticipated operational costs, which consist of rent, advertising, salaries and other general, administrative expenses to comply with our public reporting obligations. As at ~~February~~October 2822, 2019, we had cash on hand of approximately $●1,600 which is insufficient to pay our operating expenses for less than one month. We plan to spend $97,000 to implement our plan of operations as described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation” on page 23 of this Report. There is no assurance we will have sufficient funds available to implement our plan of operations which could cause you to lose your investment.

Until we generate material operating revenues, we require additional debt or equity funding to continue our operations and implement our plan of operations. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding. We do not have any plans or specific agreements for new sources of funding and we have no agreements for financing in place.

Our revenues are highly concentrated in two customers, which represented 80% of our revenues during the year ended December 31, 2018; our revenues could be significantly reduced if these three customers reduce their orders from us or they cease purchasing DNA test kits from us.

In 2018, 80% of our revenues were from two different customers. The remaining 20% of revenues were from several patients. As a result, a material portion of our revenues are concentrated in a few customers. Should any of these two customers decrease or cease ordering products from us, our revenues and results of operations will be negatively affected.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $60,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Bulletin Board, or, if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC Bulletin Board. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

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Risks Related to Our Business

We may be subject to significant regulations in the future and may not be able to obtain necessary regulatory clearances to sell our products.

We presently sell and ship our DNA testing kits only in Canada. Canada does not presently regulate the sale of over the counter DNA testing kits. Countries such as the United States limit the types of DNA testing kits that can be sold directly to consumers specifically related to the diagnosis and treatment of diseases and certain medical conditions. Should Canada adopt future regulations limiting the sale of our DNA testing kits directly to consumers our revenues will likely decrease. If we expand our business to the U.S. or other countries, we will likely become subject to regulation by the FDA or other comparable agencies of other countries, which may require us to obtain regulatory approval or clearance before we can market those products.

These regulatory approval processes may be expensive, time-consuming and uncertain, and our failure to obtain or comply with these approvals or clearances could harm our business, financial condition and operating results.

We must be able to adapt to rapidly changing technology trends and evolving industry standards or we risk our products becoming obsolete.

The DNA testing market in which we compete is characterized by intensive development efforts and rapidly advancing technology. Our future success will depend, in large part, upon our ability to anticipate and keep pace with advancing technology and competing innovations. We may not be successful in identifying, developing and marketing new products or enhancing our existing products. We believe that a number of large companies, with significantly greater financial, manufacturing, marketing, distribution and technical resources and experience than ours, are focusing on the development of visualization products for minimally invasive surgery.

Adverse publicity of our DNA testing products and any similar products distributed by others could harm our reputation and adversely affect our revenues.

We believe we are highly dependent upon positive consumer perceptions of the reliability of our DNA testing kits as well as similar products distributed by other DNA product and testing companies. Consumer perception of the reliability of DNA testing can be substantially influenced by scientific research or findings, national media attention and other publicity about the use of DNA technologies. Adverse publicity from these sources regarding the reliability, quality or efficacy of our products could harm our reputation and results of operations. The mere publication of news articles or reports asserting that over the counter DNA testing kits are not reliable for the purposes intended particularly where such kits are used to determine genetic predisposition to certain diseases or conditions could have a material adverse effect on our business, financial condition and results of operations, regardless of whether such news articles or reports are scientifically supported.

We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.

We have no secured intellectual property protection of the DNA Testing Centers name. Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us for which we may be liable.

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If our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing our products.

Third parties can purchase the same products we sell which may negatively affect our revenues.

We purchase our test components from Pro Printing and Mailing Services Inc. and finished test kits previously from Pathway Genomics Lab, both of which sell products to other companies. As such, third parties can purchase the same products as us which puts us at a competitive disadvantage and may have a negative impact on our revenues.

If we fail to develop the DNA Testing Centers brand cost-effectively, our business may be adversely affected.

The success of our products marketed under the DNA Testing Centers brand will depend upon the effectiveness of our marketing efforts. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands. If we fail to successfully promote and maintain our brands, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

The DNA testing industry is highly competitive, and our failure to compete effectively could adversely affect our market share, financial condition and future growth.

The DNA testing industry is highly competitive with respect to price, brand and product recognition and new product introductions. Many of our competitors are larger, more established and possess greater financial, personnel, distribution and other resources than we have. As such, the growth of product sales is highly competitive and uncertain. If we cannot compete effectively, we may not be profitable.

The purchase of many of our products is discretionary, and may be negatively impacted by adverse trends in the general economy and make it more difficult for us to generate revenues.

Our business is affected by general economic conditions since our products are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending. These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on our DNA testing products may be adversely affected by changes in general economic conditions.

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The success of our business depends on our ability to market and advertise the products we sell effectively.

Our ability to establish effective marketing and advertising campaigns is the key to our success. Our advertisements promote our corporate image, our DNA testing products and the pricing of such products. If we are unable to increase awareness of our products, we may not be able to attract new customers. Our marketing activities may not be successful in promoting the DNA testing products we sell or pricing strategies or in retaining and increasing our customer base. We cannot assure you that our marketing programs will be adequate to support our future growth, which may result in a material adverse effect on our results of operations.

Our lack of registered trademarks and trade names could potentially harm our business.

Trademarks and trade names distinguish the various companies from each other. If potential distributors and customers are unable to distinguish our products from those of other companies, we could lose sales to our competitors. We do not have any registered trademarks and trade names, so we only has common law rights with respect to infractions or infringements on its products. Many subtleties exist in product descriptions, offering and names that can easily confuse distributors and customers. The name of our principal products may be found in numerous variations of the name and descriptions in various media and product labels. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.

We may be subject to product liability claims and we do not have insurance coverage for such claims which could negatively impact our financial condition.

By selling DNA test kits, we will face an inherent business risk of exposure to product liability claims in the event that the use of our products results in personal injury or death. Also, in the event that any of our testing kits is defective, we may be required to recall or replace such products. We do not maintain product liability insurance coverage to protect us from such claims. A successful product liability claim or series of claims brought against us would negatively impact our business.

Risks Related To Our Management

Should we lose the services of our management, our financial condition and proposed expansion may be negatively impacted.

Our future depends on the continued contributions of Dr. Barjinder Sohal, our chief executive officer, president and director, Dr. Nitan Arora, our CFO, vice president and director and Navjot Nanda, our secretary, treasurer and director, who would each be difficult to replace. Their services are critical to the management of our business and operations. We do not maintain key man life insurance on any of our officers or directors. Should we lose the services of any of our officers and directors, we may be unable to replace their services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

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Our officers and directors have other business interests and conflict of interests which may not be resolved in our favor.

Dr. Barjinder Sohal, our chief executive officer, president and director, Dr. Nitan Arora, our CFO, vice president and director and Navjot Nanda, our secretary and treasurer, each own 33.3% of Healthmedica, which is a walk-in health clinic located in Oakville, Canada. Dr. Sohal owns 100% of and is and a physician at Barjinder Singh Sohal Medicine Professional Corp., located in Toronto, Canada, where he is a physician. Additionally, Dr. Arora and Navjot Nanda each hold 50% of Canadian Decompression and Pain Centers (“

”), a Canadian company that provides chiropractic services. Dr. Arora also serves as a clinic operator at Viva Medical Clinic, which is a walk-in medical clinic located in Winnipeg, Canada.

None of the foregoing entities provides DNA Testing or other services that compete with the products and services we offer. We may compete with these entities for our management’s time in the future. Accordingly, the personal interests of our officers and directors may come into conflict with our interests and those of our minority stockholders. We may present our officers and directors with business opportunities, which are mutually desired. Additionally, in the future, we may compete with these entities for investment capital, technical resources, key personnel and other opportunities, goods, services, etc. You should carefully consider these potential conflicts of interest before deciding whether to invest in shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interest.

Our officers and directors devote limited time to our business, which may negatively impact upon our plan of operations, implementation of our business plan and our potential profitability.

Dr. Barjinder Sohal, our chief executive officer and director dedicates approximately 140 hours, Dr. Nitan Arora, our CFO, vice president and director dedicate approximately 140 hours and Navjot Nanda spends approximately 140 hours each month to our business. The limited amount of time our management devotes to our business activities in the future may be inadequate to implement our plan of operations and develop a profitable business.

Our officers and directors have no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.

We have never operated as a public company and our management has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

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We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.

Dr. Barjinder Sohal, our chief executive officer and president, Dr. Nitan Arora, our vice-president, and Ms. Navjot Nanda, our secretary, treasurer, and director, are responsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new to these individuals and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, each of which would increase our costs and negatively affect our potential profitability and our ability to conduct our business.

You may have difficulty in enforcing any judgment against our officers and directors who are residents of Canada and not of the U.S., and are located outside the U.S.

All of our officers and directors are located outside the U.S. and reside in Canada. As a result, it could be difficult for investors to effect service of process of them in the U.S., or to enforce a judgment obtained against them in the U.S.

Because we do not have an audit or compensation committee, shareholders will be required to rely on the members of our board of directors, who are not independent, to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. Because our directors are also our officers and controlling shareholders, they are not independent. There is a potential conflict between their or our interests and our shareholders’ interests, since our directors are also our officers who will participate in discussions concerning management compensation and audit issues that may affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30 before that time, in which case we would no longer be an emerging growth company as of the following April 30. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Related to Our Common Stock

Our officers and directors have voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

As of the date of this Report, we had 21,496,404 shares of common stock outstanding, each entitled to one vote per common share. Our chief executive officer, president and director, Dr. Barjinder Sohal, controls 6,666,666 shares, our vice-president and director, Dr. Nitan Arora, controls 6,666,666 shares and our secretary, treasurer and director, Ms. Navjot Nanda, controls 6,666,666 shares. As such, the aggregate number of common shares controlled by our management effectively entitles them to vote approximately 93% of our outstanding common shares on all matters submitted to a vote of our common stockholders. As a result, our management has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Our management’s control of our voting securities may make it impossible to complete some corporate transactions without its support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Bulletin Board or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Bulletin Board, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

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We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will be a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

None of the 21,496,404 common shares outstanding are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a SEC reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize us to issue 490,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock. As of the date of this Annual Report, we had 21,496,404 shares of common stock and no preferred shares outstanding. Accordingly, we may issue up to an additional 468,503,596 shares of common stock and 10,000,000 shares of blank check preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our board of directors may designate the rights, terms, and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

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There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to support an application for the quotation of our common stock on the OTC Markets quotation system, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 2. Properties

Property

We rent our office space at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada from Navjot Nanda. This property is a lease of a 400 square foot office that is owned by Navjot Nanda, our treasurer, secretary, and director. We currently pay $1,000 per month, and occupy the premises on a month-to-month basis. We incurred $2,315 in rental expense during the year ended December 31, 2018. The balance of the monthly rental expense for the year ended December 31, 2018 was forgiven.

Intellectual Property

We have no registered or patented intellectual property. Trademarks and trade names distinguish the various companies from each other. If customers are unable to distinguish our products from those of other companies, we could lose sales to our competitors. We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on its products. Many subtleties exist in product descriptions, offering and names that can easily confuse customers. The name of our principal products may be found in numerous variations of the name and descriptions in various media and product labels. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is presently no established public trading market for our shares of common stock. We anticipate on applying for trading of our common stock on the OTCQB. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders

As of the date of this Report, we had 25 shareholders of our common stock.

Transfer Agent and Registrar

Our transfer agent is VStock Transfer, LLC with an office at 18 Lafayette Place, Woodmere, New York 11598 and a telephone number of (212) 828-8436.

OTCQB Qualification for Quotation

To have our shares of common stock on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 15c-211 with FINRA, but as of the date of this Report, no filing has been made.

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Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock.

Recent Sales of Unregistered Securities

None.

Equity Compensation Plans

We do not currently have a stock option or other equity incentive plan. We may adopt one or more such programs in the future. ~~As of December 31, 2017, we do not have any outstanding stock options.~~

Convertible Securities

As of December 31, ~~2017~~2018, we do not have any ~~convertible~~outstanding ~~securities~~stock ~~outstanding~~options.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended December 31, ~~2017~~2018.

Item 6. Selected Financial Data

As a smaller reporting company we are not required to provide this information.

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, ~~2017~~2018 and ~~2016~~2017.

Our operating results for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 are summarized as follows:

	Year Ended
	December 31,
	2017 $			2016 $
	2018$			2017$
Revenues		4941,~~816~~973			3149,~~866~~816
Operating expenses		73,569			176,544
Direct costs		21,731			28,798
Net loss		(52,551	)		(161,287	)
Operating expenses		79,007			73,569
Net loss		(58,765	)		(52,551	)

Revenues for the year ended December 31, ~~2017~~2018 were $4941,~~816~~973 as compared to $3149,~~886~~816 for the comparative period in ~~2016~~2017. The $177,~~930~~843 ~~increase~~ decrease in our revenues is due to ~~increased~~decreased sales of our test kits.

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Expenses

Our operating expenses for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 are outlined in the table below:

	Year Ended
	December 31,
	2017 $			2016 $
	2018$			2017$
Advertising and promotion		5,~~131~~087			65,~~174~~131
Depreciation		~~599~~480			~~351~~599
Consulting fees		317,~~039~~932			943,~~544~~039
Foreign exchange gain		(1,391	)		-
Foreign exchange loss (gain)		1,069			(1,391	)
Office and miscellaneous		1312,~~277~~090			1413,~~169~~277
Professional fees		2820,~~201~~507			5228,~~244~~201
Rent		93,~~809~~617			9,~~062~~809
Salaries		1418,~~904~~225			-14,904
Total Expenses		7379,~~569~~007		$	~~176~~73,~~644~~569

Our net loss for the year ended December 31, ~~2017~~2018 was $7358,~~569~~765 compared to a net loss of $~~176~~52,~~644~~551 during the year ended December 31, ~~2016~~ 2017.

During the year ended December 31, ~~2017~~2018, we incurred operating expenses of $7379,~~569~~007 compared to operating expenses of $~~176~~73,~~644~~569 during the year ended December 31, ~~2016~~2017. The decrease in operating expenses were primarily related to decreased professional fees, rent and salaries, partially offset by increased consulting fees.

Liquidity and Capital Resources

Working Capital

	At			At
	December 31, 2017			December 31, 2016
	December 31,			December 31,
	$			$
	2018$			2017$
Current Assets		8347,~~100~~512			683,~~188~~100
Current Liabilities		~~161~~189,~~482~~305			~~119~~161,~~541~~482
Working Capital (Deficit)		(78141,~~382~~793	)		(~~113~~78,~~353~~382	)

~~Our current~~23 ~~assets~~Table as of December 31, 2017 were $83,100 as compared to current assets of $6,188 as of December 31, 2016. The increase was due to increases in cash. As of December 31, 2017, we had a working capital deficit of $78,382 compared to $113,353 as of December 31, 2016.Contents

Cash Flows

	Year Ended December 31,
	2017			2016
	2018			2017
Net Cash Provided by (Used in) Operating Activities		(3443,~~281~~584	)		(8034,~~935~~281	)
Net Cash Provided by (Used in) Investing Activities		~~Nil~~-			~~Nil~~-
Net Cash Provided by Financing Activities		118,933			83,086
Net Cash Provided by (Used in) Financing Activities		10,346			118,933
Effect of Foreign Exchange Rate Changes on Cash		(52,~~330~~722	)		1(5,~~420~~330	)
Increase in Cash During the Year		79,322			3,571
Increase (Decrease) in Cash During the Year		(35,960	)		79,322

Operating Activities

Cash used in operating activities was $3443,~~281~~584 for the fiscal year ended December 31, ~~2017~~2018 compared to cash used in operating activities of $8034,~~935~~281 for the fiscal year ended December 31, ~~2016~~2017. The increase in cash used in operating activities was primarily due to increased consulting fees, professional fees, rent, and other expenses.

Investing Activities

We used cash of $Nil in investing activities during the years ended December 31, ~~2017~~2018 and December 31, ~~2016~~2017.

Financing Activities

Cash provided from financing activities was $~~118~~10,~~933~~346 for the fiscal year ended December 31, ~~2017~~2018 compared to cash provided from activities of $83118,~~086~~ 933 for the fiscal year ended December 31, ~~2016~~2017. ~~During~~The ~~the~~decrease ~~year~~in ~~ended~~cash ~~December~~from ~~31,~~financing ~~2017,~~activities ~~the~~was ~~Company~~primarily ~~received~~due ~~proceeds~~to of $100,000 ~~for~~ in share subscriptions received ~~and~~in ~~$18,933 from related parties. During~~ the prior year ~~ended~~and ~~December~~none ~~31,~~this ~~2016, the Company received proceeds of $83,086 from related parties~~year..

~~Our~~Management ~~cash~~believes ~~balance at~~our December 31, 2017 was $83,100 with $161,482 in outstanding liabilities. The outstanding liabilities consist of $32,843 in accounts payable and accrued liabilities and $128,639 in amounts due to related parties. Our current cash balance is not be sufficient to fund our operating activities over the next 12 months.

Going Concern

The accompanying ~~consolidated~~ financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which contemplate continuation of our company as a going concern. However, we ~~have~~had ana ~~accumulated~~working capital deficit of $~~375~~141,~~833~~793 and ~~working~~ ~~capital~~an accumulated deficit of $78434,~~382~~598 as of December 31, ~~2017~~2018, and realized negative cash flows from operations totaling $3443,~~281~~ 584 for the year ended December 31, ~~2017~~2018.We currently have limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about our ability to continue as a going concern.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position ourselves so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

2324 Table of Contents

Plan of Operation

We are now investigating other properties on which exploration could be conducted and other business opportunities to enhance shareholder value. If we are unable to find another property or business opportunity, our shareholders will lose some or all of their investment and our business will likely fail.

Cash Requirements

Over the next 12 months (beginning January 1, ~~2017~~2018) we intend to carry on business as a medical diagnostic testing products company. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months

	Amount
Expense	($)
Consulting fees for research and development		10,000
Consulting Fees for Research and Development		10,000
Fixed asset purchases		5,000
Professional fees		20,000
Rent		12,000
Sales, travel, and marketing		20,000
Sales, Travel and Marketing		20,000
Other general administrative expenses		30,000
Total		97,000

We will require funds of approximately $97,000 over the next twelve months to operate our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Off-Balance Sheet Arrangements

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 is material to investors.

Critical Accounting Policies

The ~~consolidated~~ financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars.

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Use of estimates

The preparation of ~~consolidated~~ financial statements in conformity with accounting principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgment based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.

Revenue Recognition

The Company derives revenue from the sale of DNA diagnostic testing kits in relation to analyzing and monitoring an individual’s genetic makeup. Under ASC 606, “

~~The~~Revenue ~~Company derives revenue~~ from ~~the~~Contracts ~~sale of DNA diagnostic testing kits in relation to analyzing and monitoring an individual’s genetic makeup. In accordance~~ with ~~ASC 605, “Revenue Recognition~~Customers”~~, revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, the sale price is fixed or determinable, and collectability is reasonably assured.~~

, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. If collectability is not considered reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Recently issued accounting pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company we are not required to provide this information.

26 Table of Contents

Item 8. Financial Statements and Supplementary Data

DNA TESTING CENTERS, CORP. Consolidated Financial Statements Years Ended December 31, 2018 and 2017 (Expressed in U.S. dollars)

~~Consolidated Financial~~27 ~~Statements~~Table of Contents

Years Ended December 31, 2017 and 2016

(Expressed in US dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of DNA Testing Centers, Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of DNA Testing Centers, Corp. (the “Company”) as of December 31, ~~2017~~2018 and ~~2016~~2017, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended and related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, ~~2017~~2018 and ~~2016~~2017, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit, and has incurred significant operating losses and negative cash flows from operations since inception. As at December 31, ~~2017~~2018, the Company has a working capital deficit of $78141,~~382~~793 and an accumulated deficit of $~~375~~434,~~833~~598. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP ~~Saturna Group Chartered Professional Accountants LLP~~

Saturna Group Chartered Professional Accountants LLP

We have served as the Company’s auditor since 2016

Vancouver, Canada

~~July~~November 45, 2019

28 Table of Contents

DNA TESTING CENTERS, CORP.

Consolidated ~~statements~~ ofbalance ~~financial~~sheets ~~position~~

(Expressed in U.S. dollars)

	December 31, 2017 $			December 31, 2016 $
	December 31,2018$			December 31,2017$
Assets
Current assets
Cash		8347,~~100~~140			383,~~778~~100
Accounts receivable		–256			~~2,410~~–
Total current assets		83,100			6,188
Prepaid expenses		116			–
Property and equipment (Note 3)		3,476			3,820
Total current assets		47,512			83,100
Total assets		86,576			10,008
Property and equipment (Note 3)		2,733			3,476
Total assets		50,245			86,576
Liabilities
Current liabilities
Accounts payable and accrued liabilities		3239,~~843~~675			3032,~~675~~843
Due to related parties (Note 4)		~~128~~149,~~639~~630			88128,~~866~~639
Total liabilities		~~161~~189,~~482~~305			~~119~~161,~~541~~482
Nature of operations and continuance of business (Note 1)
Stockholders’ deficit
Stockholder’s deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, nil shares issued and outstanding		–			–
Common stock, $0.0001 par value, 490,000,000 shares authorized, 21,496,404 issued and outstanding		2,149			2,149
Common stock, $0.0001 par value, 490,000,000 shares authorized, 21,496,404 shares issued and outstanding		2,149			2,149
Share subscriptions received (Note 5)		100,000			–100,000
Additional paid-in capital		~~221~~206,318			221,318
Accumulated other comprehensive loss		(2212,~~540~~929	)		(922,~~718~~540	)
Deficit		(~~375~~434,~~833~~598	)		(~~323~~375,~~282~~833	)
Total stockholders’ deficit		(74,906	)		(109,533	)
Total stockholder’s deficit		(139,060	)		(74,906	)
Total liabilities and stockholders’ deficit		86,576			10,008
Total liabilities and stockholder’s deficit		50,245			86,576

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

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DNA TESTING CENTERS, CORP.

Consolidated statements of operations and comprehensive loss

(Expressed in U.S. dollars)

	Year ended December 31, 2017 $			Year ended December 31, 2016 $
	Year endedDecember 31,2018$			Year endedDecember 31,2017$
Revenue		4941,~~816~~973			3149,~~886~~816
Direct costs		2821,~~798~~731			1628,~~629~~798
Gross profit		2120,~~018~~242			1521,~~257~~018
Expenses
Advertising and promotion		5,~~131~~087			65,~~174~~131
Depreciation		~~599~~480			~~351~~599
Consulting fees (Note 5)		3,039			94,544
Consulting fees		17,932			3,039
Foreign exchange gain		(1,391	)		–
Foreign exchange loss (gain)		1,069			(1,391	)
Office and miscellaneous		1312,~~277~~090			1413,~~169~~277
Professional fees		2820,~~201~~507			5228,~~244~~201
Rent (Note 4)		93,~~809~~617			9,~~062~~809
Salaries		1418,~~904~~225			–14,904
Total expenses		7379,~~569~~007			~~176~~73,~~544~~569
Net loss for the year		(5258,~~551~~765	)		(~~161~~52,~~287~~551	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		~~(12~~9,~~822~~611	)		~~696~~(12,822	)
Comprehensive loss for the year		(6549,~~373~~154	)		(~~160~~65,~~591~~373	)
Loss per share, basic and diluted		~~(0.01~~–	)		~~(0.01~~–	)
Weighted average shares outstanding		21,496,404			21,~~336~~496,~~705~~404

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

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DNA TESTING CENTERS, CORP.

Consolidated statements of stockholders’ deficit

(Expressed in U.S. dollars)

										Accumulated
	Common stock				Sharesubscriptions		Additionalpaid-in			Accumulated other comprehensive						Total stockholders’
	Common stock				Share subscriptions		Additional paid-in			other comprehensive						Total stockholders’
	Number of shares		Amount$		received$		capital$			loss$			Deficit$			deficit$
	Number of shares		Amount $		received $		capital $			loss $			Deficit $			deficit $
Balance, December 31, 2015		21,146,404		2,114		–		168,853			(10,414	)		(161,995	)		(1,442	)
Common stock issued for services		350,000		35		–		52,465			–			–			52,500
Foreign currency translation adjustment		–		–		–		–			696			–			696
Net loss for the year		–		–		–		–			–			(161,287	)		(161,287	)
Balance, December 31, 2016		21,496,404		2,149		–		221,318			(9,718	)		(323,282	)		(109,533	)
Share subscriptions received		–		–		100,000		–			–			–			100,000
Foreign currency translation adjustment		–		–		–		–			(12,822	)		–			(12,822	)
Net loss for the year		–		–		–		–			–			(52,551	)		(52,551	)
Balance, December 31, 2017		21,496,404		2,149		100,000		221,318			(22,540	)		(375,833	)		(74,906	)
Return of capital		–		–		–		(15,000	)		–			–			(15,000	)
Foreign currency translation adjustment		–		–		–		–			9,611			–			9,611
Net loss for the year		–		–		–		–			–			(58,765	)		(58,765	)
Balance, December 31, 2018		21,496,404		2,149		100,000		206,318			(12,929	)		(434,598	)		(139,060	)

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

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DNA TESTING CENTERS, CORP.

Consolidated statements of cash flows

(Expressed in U.S. dollars)

	Year ended December 31, 2017 $			Year ended December 31, 2016 $
	Year ended December 31,2018$			Year ended December 31,2017$
Operating activities
Net loss		(5258,~~551~~765	)		(~~161~~52,~~287~~551	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~599~~480			~~351~~599
Stock-based compensation		–			52,500
Changes in operating assets and liabilities:
Accounts receivable		~~2,410~~(256	)		(2,~~256~~410	)
Accounts payable and accrued liabilities		2,168			29,757
Prepaid expenses		(116	)		–
Due to related parties		13,093			–
Accounts payable and accrued liabilities		6,832			2,168
Net cash used in operating activities		(34,281	)		(80,935	)
Due to related parties		8,241			13,093
Net cash used in operating activities		(43,584	)		(34,281	)
Financing activities
Proceeds from related parties		1825,~~933~~346			8318,~~086~~933
Proceeds from share subscriptions received		100,000			–
Return of capital		(15,000	)		–
Net cash provided by financing activities		118,933			83,086
Proceeds from share subscriptions received		–			100,000
Effect of foreign exchange rate changes on cash		(5,330	)		1,420
Net cash provided by financing activities		10,346			118,933
Change in cash		79,322			3,571
Effect of foreign exchange rate changes on cash		(2,722	)		(5,330	)
Cash, beginning of year		3,778			207
Change in cash		(35,960	)		79,322
Cash, end of year		83,100			3,778
Cash, beginning of year		83,100			3,778
Cash, end of year		47,140			83,100
Supplemental disclosures:
Interest paid		–			–
Income taxes paid		–			–

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

32 Table of Contents

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

1.	NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

	DNA Testing Centers, Corp. (the “Company”) was incorporated in Florida on July 3, 2014. On July 3, 2014, the Company acquired DNA Testing Centers of Canada Ltd. (“DNA Canada”). DNA Canada performs testing related to analyzing and monitoring an individual’s genetic makeup. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2018, the Company has an accumulated deficit of $434,598 and a working capital deficit of $141,793, and realized negative cash flows from operations totaling $43,584 for the year ended December 31, 2018. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	SIGNIFICANT ACCOUNTING POLICIES

~~DNA Testing~~(a) ~~Centers,~~Basis ~~Corp~~of Presentation and Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. (dollars. The consolidated financial statements include the “accounts of the Company” and its wholly-owned subsidiary, DNA Canada. All inter-company accounts and transactions have been eliminated on consolidation. (b) ~~was~~Use ~~incorporated~~of Estimates The preparation of consolidated financial statements in ~~Florida~~accordance onwith ~~July~~accounting 3principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, ~~2014~~the useful life and recoverability of property and equipment, and deferred income tax asset valuation allowances. OnThe ~~July~~Company 3bases its estimates and assumptions on current facts, ~~2014~~historical experience and various other factors that it believes to be reasonable under the circumstances, the ~~Company~~results ~~acquired DNA~~of ~~Testing~~which ~~Centers~~form the basis for making judgments about the carrying values of ~~Canada~~assets ~~Ltd.~~and ~~(“DNA~~liabilities ~~Canada”)~~and the accrual of costs and expenses that are not readily apparent from other sources. ~~DNA~~The ~~Canada~~actual ~~performs~~results ~~testing~~experienced ~~related~~by tothe ~~analyzing~~Company may differ materially and ~~monitoring an~~adversely ~~individual~~from the Company’s ~~genetic~~estimates. ~~makeup~~To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

~~These consolidated~~33 ~~financial~~Table ~~statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course~~ of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2017, the Company has an accumulated deficit of $375,833, a working capital deficit of $78,382, and realized negative cash flows from operations totaling $34,281 for the year ended December 31, 2017. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Contents

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation and Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, DNA Canada. All inter-company accounts and transactions have been eliminated on consolidation.

(b) Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the useful life and recoverability of property and equipment, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Accounts Receivable The Company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on the business environment, historical bad debt expense, the age of receivables, and the specific identification of receivables the Company considers at risk. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. (e) Property and Equipment Property and equipment is recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed.

The Company recognizes allowances for doubtful accounts to ensure accounts receivable are not overstated due to the inability or unwillingness of its customers to make required payments. The allowance is based on the business environment, historical bad debt expense, the age of receivables, and the specific identification of receivables the Company considers at risk. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis.

(e) Property and Equipment

Property and equipment is recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed.

Medical equipment

10 years straight-line

(f) Long-Lived Assets

	(f)	Long-Lived Assets

		In accordance with ASC 360, “ Property, Plant, and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	(g)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes ”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions.

~~In accordance~~34 ~~with~~Table ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.Contents

(g) Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions.

(h) Reclassifications

Certain of the prior year figures were reclassified to conform to the current year’s presentation.

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

(ih) Revenue Recognition The Company derives revenue from the sale of DNA diagnostic testing kits in relation to analyzing and monitoring an individual’s genetic makeup. Under ASC 606, “Revenue from Contracts with Customers”, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. (i) Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. The functional currency of DNA Canada is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The assets and liabilities of DNA Canada are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenue and expenses are translated using the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss). (j) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. (k) Financial Instruments ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~The Company~~35 ~~derives~~Table ~~revenue from the sale~~ of DNA diagnostic testing kits in relation to analyzing and monitoring an individual’s genetic makeup. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.Contents

(j) Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of DNA Canada is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The assets and liabilities of DNA Canada are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenue and expenses are translated using the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

(k) Stock-based Compensation

(l) Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

(lk) Financial Instruments (continued) Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (l) Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. (m) Comprehensive Loss Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at December 31, 2018 and 2017, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.

~~Level 2~~36 Table of Contents

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(m) Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

(n) Comprehensive Loss

Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at December 31, 2017 and 2016, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.

(o) Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This new standard will replace most of the existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, becomes effective in the first quarter of fiscal year 2018, but allows the adoption of the standard one year earlier. The adoption of ASU 2014-09 will not have a material impact on the Company’s consolidated financial statements.

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

(o) Recent Accounting Pronouncements (continued)

	(n)	Recent Accounting Pronouncements

		On May 28, 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers” (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. This guidance is effective for annual reporting periods beginning after December 15, 2017, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements.

		In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

		The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~The Company~~37 ~~has~~Table implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of ~~operations.~~Contents

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

3.	PROPERTY AND EQUIPMENT

Cost $

Accumulated depreciation $

Foreign currency translation loss $

2017 Net carrying value $

2016 Net carryingvalue $

Cost$

Accumulateddepreciation$

Foreign currency translationloss$

Net carryingvalue December 31, 2018$

Net carryingvalue December 31, 2017$

Medical equipment

5,440

(1,~~490~~822

)

~~474~~(885

)

32,~~476~~733

3,~~820~~476

4.	RELATED PARTY TRANSACTIONS

(a) As at December 31, ~~2017~~2018, the Company owed $121,~~558~~652 (~~2016~~2017 – $~~1,558) and $7,909 (Cdn$~~9,~~900~~467) ~~(2016 - $nil)~~ to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand. (b) As at December 31, ~~2017~~2018, the Company owed $186,~~558~~537 (~~2016~~2017 – $186,~~558~~360) ~~and $84,802 (Cdn$106,149) (2016 – $68,708 (Cdn$92,249))~~ to the Chief Financial Officer of the Company which are non-interest bearing, unsecured, and due on demand. (c) As at December 31, ~~2017~~2018, the Company owed $1,558 (~~2016~~2017 – $1,558) to a director of the Company which is non-interest bearing, unsecured, and due on demand. (d) As at December 31, ~~2017~~2018, the Company owed $1831,~~375~~820 (~~Cdn$23,000)~~2017 ~~(2016~~- – $628,~~704 (Cdn$9,000~~054)) to a director of the Company which is non-interest bearing, unsecured, and due on demand. (e) As at December 31, ~~2017~~2018, the Company owed $8,~~800~~063 (~~2016~~2017 - $~~5,800) and $879 (Cdn$1,100) (2016 - $nil) to the spouse of a director of the Company which is non-interest bearing, unsecured, and due on demand. (f) As at December 31, 2017, the Company owed $~~3,200 ~~(Cdn$4,000~~) ~~(2016 - $2,980 (Cdn$4,000))~~ to the ~~spouse of a~~ director of the Company which is non-interest bearing, unsecured, and due on demand. (gf) During the year ended December 31, ~~2017~~2018, the Company incurred $92,~~809~~315 (~~2016~~2017 - $92,~~062~~266) of rent to a director of the Company.

5.	COMMON STOCK

	(a)	During the year ended December 31, ~~2017~~2018, the Company ~~received~~paid ~~share~~a ~~subscription~~shareholder ~~proceeds~~ of ~~$100,000~~the ~~for~~Company ~~1,000,000~~a ~~shares~~return of ~~common~~capital ~~stock to be issued at a price~~ of $015,000.~~10 per share.~~
	(b)	OnDuring ~~June~~the 15year ended December 31, ~~2016~~2017, the Company ~~issued~~received ~~350~~share subscription proceeds of $100,000 for 1,000,000 shares of common stock ~~with~~to abe ~~fair~~issued ~~value~~at a price of $~~52,500~~0.10 ~~for~~per ~~consulting services rendered~~share.

3738 Table of Contents

DNA TESTING CENTERS, CORP.

Notes to the consolidated financial statements

Years ended December 31, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. dollars)

6. INCOME TAXES The Company has net operating losses carried forward of $131,149 available to offset taxable income in future years which commence expiring in the year 2035. As of December 31, 2018, the Company had net operating losses carried forward for foreign income tax purposes of $303,450 which expire beginning in the year 2034. The Company is subject to United States federal and state income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

The Company has net operating losses carried forward of $116,390 available to offset taxable income in future years which commence expiring in the year 2035. As of December 31, 2017, the Company had net operating loss carryforwards for foreign income tax purposes of $259,443 which expire beginning in the year 2034.

	2018 $			2017 $

Net loss before income taxes		(58,765	)		(52,551	)
Statutory income tax rate		21	%		35	%

Expected income tax recovery		(12,341	)		(18,392	)
Tax rate difference for foreign jurisdiction		(3,938	)		2,974
Change in enacted tax rate		–			16,294
Change in valuation allowance		16,279			(876	)

Income tax provision		–			–

The ~~Company~~ issignificant ~~subject~~components toof ~~United~~deferred ~~States federal and state~~ income ~~taxes~~tax atassets anand ~~approximate~~liabilities ~~rate~~as ~~of 35%. The reconciliation of the provision for income taxes~~ at ~~the~~December ~~United~~31, ~~States~~2018 ~~federal~~and ~~statutory~~2017 ~~rate~~are ~~compared to the Company’s income tax expense~~ as ~~reported is as~~ follows:

	2017 $			2016 $
	2018$			2017$
Net loss before income taxes		(52,551	)		(161,287	)
Net operating losses carried forward		109,473			93,194
Statutory income tax rate		35	%		35	%
Valuation allowance		(109,473	)		(93,194	)
Expected income tax recovery		(18,392	)		(56,450	)
Net deferred income tax asset		–			–
Tax rate difference for foreign jurisdiction		2,974			5,334
Change in enacted tax rate		16,294			–
Change in valuation allowance		(876	)		51,116
Income tax provision		–			–

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The ~~significant~~ ~~components~~Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. As a result of the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $16,294. Due to the Company’s full valuation allowance position, there was no net impact on the Company’s income tax provision at December 31, 2017, as the reduction in the deferred tax asset balance was fully offset by a corresponding decrease in the valuation allowance. In conjunction with the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities as at December 31, 2017. There was no net impact on the Company’s consolidated financial statements for the year ended December 31, 2017, as the corresponding adjustment was made to the valuation allowance. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and ~~2016~~assumptions ~~are~~the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as ~~follows:~~a result of the Tax Act.

	2017 $			2016 $
Net operating losses carried forward		93,194			94,070
Valuation allowance		(93,194	)		(94,070	)
Net deferred income tax asset		–			–

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On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. As a result of the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $16,294. Due to the Company’s full valuation allowance position, there was no net impact on the Company’s income tax provision at December 31, 2017 as the reduction in the deferred tax asset balance was fully offset by a corresponding decrease in the valuation allowance.

In conjunction with the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities at December 31, 2017. There was no net impact on the Company’s consolidated financial statements for the year ended December 31, 2017 as the corresponding adjustment was made to the valuation allowance. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act.

7. SUBSEQUENT EVENT

On January 29, 2018, the Company paid a shareholder of the Company a return of capital of $15,000.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our SEC reports is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

3940 Table of Contents

Under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, ~~2016~~2018, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

Management assessed the effectiveness of our company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

	-	Lack of proper segregation of duties due to limited personnel;
	-	Lack of a formal review process that includes multiple levels of review from adequate personnel with requisite expertise.
	-	Lack of written policies and procedures for accounting and financial reporting.

We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist our company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, ~~2017~~ 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

Name	Position ~~Held~~Heldwith ~~with~~ our Company	Age	Date First ~~Elected~~Electedor or Appointed
Dr. Barjinder Sohal	Chief Executive Officer, President, Director	4344	July 3, 2014
Dr. Nitan Arora	CFO, Vice President, Director	4445	July 3, 2014
Navjot Nanda	Treasurer and Secretary, Director	4041	July 3, 2014

Dr. Barjinder S. Sohal, Chief Executive Officer, President and Director

From 2007 until present, Dr. Barjinder Sohal has been a family physician and owner of Barjinder Singh Sohal Medicine Professional Corp. Dr. Sohal was an indirect owner of our wholly-owned subsidiary, DNA Testing Centers of Canada, Ltd., where he participated in research and development of our DNA testing business. In 2010, Dr. Sohal co-founded Healthmedica, where he is a director and an owner.

Dr. Sohal obtained a doctorate of medicine from the University of Manitoba in 2001. He received a Bachelor of Science from the University of Manitoba in 1997.

As our director, Dr. Sohal provides his experience in the medical field and medical research.

Dr. Nitan Arora, CFO, Vice President and Director

~~From 2009 until present,~~ Dr. Nitan Arora ~~was~~is the founder ~~and owner~~ of our wholly-owned subsidiary, DNA Testing Centers of Canada, Ltd., where he participated in the research and development of our DNA testing business. In 2010, Dr. Arora co-founded Healthmedica with Dr. Sohal, where he is a director and an owner.

In 2007, Dr. Arora founded Canadian Decompression and Pain Centers, where he is a director and an owner. Dr. Arora is a practicing chiropractic physician at Healthmedica and a clinic operator at Viva Medical Clinic in Winnipeg.

Dr. Arora obtained a doctorate of Chiropractic Medicine from Life University in 2000, and received a Bachelor of Science from the University of Winnipeg in 1996.

As our director, Dr. Arora provides his expansive experience in the medical field.

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Navjot Nanda, Secretary, Treasurer and Director

From 2007 until present, Ms. Nanda has been an owner and director of Canadian Decompression and Pain Centers. Ms. Nanda was a founder and owner of our wholly-owned subsidiary, DNA Testing Centers of Canada, Ltd., where she participated in developing our marketing plan for DNA tests and coordination of DNA results. Her duties included marketing, coordinating sponsorships and outreach events for local charities.

Ms. Nanda received a Bachelor of Arts in Law and Society from York University in 2004, and a Bachelor of Arts in 2002 from the University of Toronto.

As our director, Ms. Nanda provides her expansive experience in marketing for various types of medical related businesses.

Family Relationships

Kuldeep Dhanoa is the mother of Navjot Nanda, our treasurer, secretary, and director.

Tarsem Singh Sohal and Charnjit Kaur Sohal are the parents of Ranjit Kaur Sohal and Dr. Barjinder Sohal, our chief executive officer, president and director.

Kamlesh Arora is the mother of Pushp Arora and Nitan Arora, our CFO, vice president and director.

Ram Tirth Singh Sohal is the uncle of Dr. Barjinder Sohal, our chief executive officer, president and director.

Other than the foregoing, there are no family relationships among our directors and executive officers and shareholders.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

●• Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, ●• Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), ●• Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, ●• Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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●· Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity. ●· Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. ●· Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Code of Business Conduct and Ethics

We do not have any standing audit, nominating, and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial, or accounting officer. All Board actions have been taken by Written Action rather than formal meetings.

Identification of Significant Employees

We have no significant employees, other than Dr. Barjinder Sohal, our president, chief executive officer and director, Dr. Nitan Arora our CFO, vice president and director, and Navjot Nanda our secretary, treasurer and director.

Conflicts of Interest

We believe that our directors who are also officers may be subject to conflicts of interest. The conflicts of interest arise from a conflict of duties and also being unable to devote full time to our operations. No policy has been implemented or will be implemented to address conflicts of interest.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our audit committee consists of our entire board of directors.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

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Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of our audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors, who act as our audit committee in fulfilling that function, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a) our principal executive officer; (b) our principal financial officer; (c) each of our three most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, ~~2017~~2018 and ~~2016~~2017; and (d) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, ~~2017~~2018 and ~~2016~~2017.

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who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

Name and Principal Position	~~Year Ended Dec. 31~~	Year Ended Dec. 31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Dr. Barjinder Sohal,		2017		0		0		0		0		0		0		0		0
Dr. Barjinder Sohal, Chief Executive Officer, President, Director		2018		0		0		0		0		0		0		0		0
Chief Executive Officer, President, Director		2016		0		0		0		0		0		0		0		0
		2017		0		0		0		0		0		0		0		0
Dr. Nitan Arora,		2017		0		0		0		0		0		0		0		0
Dr. Nitan Arora, Vice President, Director		2018		0		0		0		0		0		0		0		0
Vice President, Director		2016		0		0		0		0		0		0		0		0
		2017		0		0		0		0		0		0		0
Navjot Nanda,		2017		0		0		0		0		0		0		0		0
Navjot Nanda, Treasurer, Secretary, Director		2018		0		0		0		0		0		0		0		0
Treasurer, Secretary, Director		2016		0		0		0		0		0		0		0		0
		2017		0		0		0		0		0		0		0		0

Employment Agreements with Management

On September 1, 2014, we entered into an agreement with Dr. Barjinder Sohal, our chief executive officer and president, to provide services to us. The agreement has a term of three years and requires us to pay $700 per month to Dr. Sohal for his services. On September 15, 2015, we entered into an amending agreement with Dr. Barjinder Sohal to amend his agreement with us whereby any compensation may be paid in either cash and/or common shares of the company.

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On September 1, 2014, we entered into an agreement with Dr. Nitan Arora, our CFO and vice president, to provide services to us. The agreement has a term of three years and requires us to pay $700.00 per month to Dr. Arora for his services. All amounts due under the agreement will accrue until October 30, 2015. On September 15, 2015, we entered into an amending agreement with Dr. Nitan Arora to amend his agreement with us whereby any compensation may be paid in either cash and/or common shares of the company.

On September 1, 2014, we entered into an agreement with Mrs. Navjot Nanda, our secretary and treasurer to provide services to us. The agreement has a term of three years and requires us to pay $700.00 per month to Ms. Nanda for her services. On September 15, 2015, we entered into an amending agreement with Ms. Nanda to amend his agreement with us whereby any compensation may be paid in either cash and/or common shares of the company.

Our board of directors determines the compensation paid to our executive officers, based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required.

We may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The board will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.

Outstanding Equity Awards at the End of the Fiscal Year

We do not have and have never had any equity compensation plans and therefore no equity awards are outstanding as of the date of this Report.

Director Compensation

Our directors do not receive any other compensation for serving on the board of directors.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors.

Options and Stock Appreciation Rights

We do not currently have a stock option or other equity incentive plan. We may adopt one or more such programs in the future.

Payment of Post-Termination Compensation

We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

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Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten years.

Board of Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors.

Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for serving on the board of directors.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Indemnification

Under our Bylaws, we may indemnify our officers or directors who are made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faith and in a manner, they reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that our officers or directors are successful on the merits in a proceeding as to which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officers or directors are judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the SEC, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of December 31, ~~2017~~2018 and February 11, 2020, the total number of shares owned beneficially by each of our directors, named executive officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percentage of Class
Name and Address ofBeneficial Owner	Amount and Nature ofBeneficial Ownership (1)	Percentageof Class
Dr. Barjinder Sohal (2) Unit 8 - 1200, Waverley Street Winnipeg, Manitoba R3T 0P4	6,666,666 Common Shares	31%
Dr. Barjinder Sohal (2)Unit 8 - 1200, Waverley StreetWinnipeg, Manitoba R3T 0P4	6,666,666Common Shares	31%
Dr. Nitan Arora (3) Unit 8 - 1200, Waverley Street Winnipeg, Manitoba R3T 0P4	6,666,666 Common Shares	31%
Dr. Nitan Arora (3)Unit 8 - 1200, Waverley StreetWinnipeg, Manitoba R3T 0P4	6,666,666Common Shares	31%
Navjot Nanda (4) Unit 8 - 1200, Waverley Street Winnipeg, Manitoba R3T 0P4	6,666,666 Common Shares	31%
Navjot Nanda (4)Unit 8 - 1200, Waverley StreetWinnipeg, Manitoba R3T 0P4	6,666,666Common Shares	31%
Directors and Executive Officers as a Group	19,999,~~998~~998Common ~~Common~~ Shares	93%
5%+ Shareholders
None.	~~Nil~~NilCommon ~~Common~~ Shares	0%

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 15, 2017. As of August 15, 2017, there were 21,496,404 shares of our company’s common stock issued and outstanding.
(2)	Dr. Barjinder Sohal is our company’s president, and director.
(3)	Dr. Nitan Arora is our company’s vice president, CFO and director
(4)	Navjot Nanda is a Director, secretary and Treasurer of our company.

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 31, 2018 or as at the date of this Annual Report. As of December 31, 2018 and February 11, 2020, there were 21,496,404 shares of our company’s common stock issued and outstanding.

(2)	Dr. Barjinder Sohal is our company’s president, and director.
(3)	Dr. Nitan Arora is our company’s vice president, CFO and director
(4)	Navjot Nanda is a Director, secretary and Treasurer of our company.

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Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following includes a summary of transactions since the beginning of the December 31, 2012 fiscal year, or any currently proposed transaction, in which we were or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

We rent our office space at 2378 Parkhaven Boulevard, Oakville, Ontario, L6H 0E7, Canada from Navjot Nanda. This property is a lease of a 400 square foot office that is owned by Navjot Nanda, our treasurer, secretary, and director. ~~We currently pay $1,000 per month, on a month to month lease, for office use including utilities.~~ During the year ended December 31, ~~2016~~2018, we incurred $92,~~062~~ 315 (~~2015~~2017 - $92,~~397~~266) of rent.

As at December 31, ~~2017~~2018, we owed $121,~~558~~652 (~~2016~~2017 – $~~1,558) and $7,909 (Cdn$~~9,~~900~~467) ~~(2016 - $nil)~~ to Dr. Barjinder Sohal, our Chief Executive Officer, president, and director, which amount is non-interest bearing, unsecured, and due on demand.

As at December 31, ~~2017~~2018, we owed $186,~~558~~537 (~~2016~~2017 – $186,~~558~~360) ~~and $84,802 (Cdn$106,149) (2016 – $68,708 (Cdn$92,249))~~ to Dr. Nitan Arora, our Chief Financial Officer, which amounts are non-interest bearing, unsecured, and due on demand.

As at December 31, ~~2017~~2018, we owed $181,~~375~~558 (~~Cdn$23,000)~~2017 ~~(2016~~ – $61,~~704 (Cdn$9,000~~558)) to a director of the Company which is non-interest bearing, unsecured, and due on demand.

As at December 31, ~~2017~~2018, we owed $831,~~800~~820 (~~2016~~2017 - $528,~~800~~054) ~~and $879 (Cdn$1,100) (2016 - $nil)~~ to ~~the spouse of~~ a director of the Company which is non-interest bearing, unsecured, and due on demand.

As at December 31, ~~2017~~2018, we owed $38,~~200~~063 (~~Cdn$4,000)~~2017 ~~(2016~~ - $23,~~980 (Cdn$4,000~~200)) to the ~~spouse of a~~ director of the Company which is non-interest bearing, unsecured, and due on demand.

During the year ended December 31, ~~2017~~2018, we incurred $92,~~809~~315 (~~2016~~2017 - $92,~~062~~266) of rent to a director of the Company.

Promoters and Certain Control Persons

Other than the directors and officers of our company, we have no promoters.

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Corporate Governance

We currently act with three directors, consisting of Dr. Barjinder Sohal, Dr. Nitan Arora, and Navjot Nanda.

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the NASDAQ Stock Market.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended December 31, ~~2016~~2018 and ~~2015~~2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	December 31, 2017		December 31, 2016
	December 31,2018		December 31, 2017
		$		$
Audit Fees	Cdn$7,500		Cdn$9,000
Audit Fees		CAD10,000		23,937
Audit Related Fees	Cdn$6,000		Cdn$7,000
Audit Related Fees		CAD7,000		2,381
Tax Fees	Nil		Nil
Tax Fees		Nil		Nil
All Other Fees	Nil		Nil
All Other Fees		Nil		530
Total		Cdn$13,500	Cdn$16,000
Total		CAD17,000		26,848

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

	(1)	~~Consolidated~~Financial ~~financial~~ statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

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(b) Exhibits

Exhibit
Number		Exhibit Description

(3)		Articles of Incorporation; Bylaws

3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).

3.2		Bylaws of DNA Testing Centers, Corp. (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).

(10)		Material Contracts

10.1		Lease Agreement between Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).

10.2		Employment Agreement between DNA Testing Centers Corp and Dr. Barjinder Sohal (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).

10.3		Employment Agreement between DNA Testing Centers Corp and Dr. Nitan Arora (incorporated by reference to our Registration Statement on Form S-1/A filed on October 24, 2014).

10.4		Employment Agreement between DNA Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1 filed on October 24, 2014).

10.5		Agreement between DNA Testing Centers Corp and DNA Testing Centers of Canada, Ltd. (incorporated by reference to our Registration Statement on Form S-1 filed on January 28, 2015).

10.6		Amending Employment Agreement between DNA Testing Centers Corp and Dr. Barjinder Sohal (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).

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10.7		Amending Employment Agreement between DNA Testing Centers Corp and Dr. Nitan Arora (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).

10.8		Amending Employment Agreement between DNA Testing Centers Corp and Navjot Nanda (incorporated by reference to our Registration Statement on Form S-1/A #5 filed on September 17, 2015).

(31)		Rule 13a-14(a) / 15d-14(a) Certifications

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

(32)		Section 1350 Certifications

32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

101**		Interactive Data File (Form 10-K for the year ended December 31, 2015 furnished in XBRL).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DNA TESTING CENTERS, CORP.
	(Registrant)
Dated: July 9, 2019	/s/ Barjinder Sohal
Dated: March 4, 2020	/s/ Barjinder Sohal
	Dr. Barjinder Sohal
	President, Chief Executive Officer and Director (Principal Executive Officer)
	President, Chief Executive Officer and Director(Principal Executive Officer)
Dated: July 9, 2019	/s/ Nitan Arora
Dated: March 4, 2020	/s/ Nitan Arora
	Nitan Arora
	Chief Financial Officer, Vice President and Director (Principal Financial Officer, Principal Accounting Officer)
	Chief Financial Officer, Vice President and Director(Principal Financial Officer, Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 9, 2019	/s/ Barjinder Sohal
Dated: March 4, 2020	/s/ Barjinder Sohal
	Dr. Barjinder Sohal
	President, Chief Executive Officer and Director (Principal Executive Officer)
	President, Chief Executive Officer and Director(Principal Executive Officer)
Dated: July 9, 2019	/s/ Navjot Nanda
Dated: March 4, 2020	/s/ Navjot Nanda
	Navjot Nanda
	Treasurer, Secretary and Director
Dated: July 9, 2019	/s/ Nitan Arora
Dated: March 4, 2020	/s/ Nitan Arora
	Nitan Arora
	Chief Financial Officer, Vice President and Director
	(Principal Financial Officer, Principal Accounting Officer)

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